S-1

As filed with the Securities and Exchange Commission on September 27, 2006

Registration Statement No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SWITCH AND DATA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	4813	59-3641081
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1715 North Westshore Boulevard, Suite 650

Tampa, Florida 33607

(813) 207-7700

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

Keith Olsen

President and Chief Executive Officer

Switch and Data, Inc.

1715 North Westshore Boulevard, Suite 650

Tampa, Florida 33607

(813) 207-7700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert J. Grammig, Esquire Holland & Knight LLP 100 North Tampa Street Suite 4100 Tampa, Florida 33602 (813) 227-8500 Facsimile: (813) 229-0134 Andrew J. Pitts, Esquire Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 (212) 474-1000 Facsimile: (212) 474-3700

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.0001 per share	$150,000,000	$16,050

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes shares issuable upon exercise of over-allotment option granted to the underwriters.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

Switch and Data, Inc., a Delaware corporation (sometimes referred to herein as the “successor”) formed on July 31, 2006, will be the issuer of common stock offered hereby. Switch and Data, Inc. is a wholly owned subsidiary of Switch & Data Facilities Company, Inc. (sometimes referred to herein also as the “predecessor”). Before the completion of this offering, Switch & Data Facilities Company, Inc. will be merged with and into Switch and Data, Inc., with Switch and Data, Inc. being the surviving corporation. As part of the merger, Switch and Data, Inc. will change its name to Switch & Data Facilities Company, Inc. The certificate of merger will be filed, and the merger and reorganization will become effective, immediately prior to the closing date for the sale of the shares in this offering. See “Certain Relationships and Related Party Transactions—Corporate Reorganization” in the prospectus included in this registration statement. In this prospectus, unless the context suggests otherwise, we use the terms “Switch & Data,” “Switch and Data,” “we,” “us,” and “our” to refer to the predecessor prior to the merger, and we also use such references to mean the successor, including its predecessor and its consolidated subsidiaries, following the merger.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED September 27, 2006

     Shares

Common Stock

We are selling      shares of our common stock and the selling stockholders are selling      shares of our common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $     and $     per share. We will apply to list our common stock on The Nasdaq Global Market under the symbol “SDXC”.

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 10.

	Per Share	Total
Price to Public	$	$
Underwriting Discounts and Commissions	$	$
Proceeds to the Company	$	$
Proceeds to Selling Stockholders	$	$

The underwriters have an option to purchase a maximum of      additional shares of common stock to cover over-allotments of shares of common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares offered to the public on or about             , 2006.

Deutsche Bank Securities Jefferies & Company

The date of this prospectus is                     , 2006.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	10
Forward-Looking Statements	27
Use of Proceeds	29
Dividend Policy	30
Capitalization	31
Dilution	34
Selected Consolidated Financial Data	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Secured Credit Facility	63
Business	65
Management	74
Principal and Selling Stockholders	82
Certain Relationships and Related Party Transactions	84
Description of Capital Stock	86
Shares Eligible for Future Sale	89
Material U.S. Federal Tax Considerations	92
Underwriting	95
Notice to Canadian Residents	100
Legal Matters	102
Experts	102
Where You Can Find More Information	102
Index to Financial Statements	F-1

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PROSPECTUS SUMMARY

This summary highlights information incorporated by reference or contained elsewhere in this prospectus and may not contain all the information that is important to you. You should, therefore, read carefully all the information contained in or incorporated by reference in this prospectus, including that under “Risk Factors,” “Prospectus Summary—Summary Consolidated Financial Information,” “Selected Consolidated Financial Information” and our consolidated financial statements and the notes thereto in this prospectus for a more complete understanding of this offering and our business. Unless otherwise indicated, all information in this assumes that the underwriters will not exercise their overallotment option. In this prospectus, unless the context suggests otherwise, we use the terms “Switch & Data,” “Switch and Data,” “we,” “us,” and “our” to refer to the predecessor, prior to the merger, and we also use such references to mean the successor, including its predecessor and its consolidated subsidiaries, following the merger.

Business Overview

We are a leading provider of network neutral interconnection and colocation services primarily to Internet dependent businesses including telecommunications carriers, Internet service providers (“ISPs”), online content providers and enterprises. We provide our services through 34 reliable and secure facilities in 23 markets, the broadest network neutral footprint in North America, including our facility in Palo Alto, one of the first commercial Internet exchanges in the world. Our high network densities, enabled by approximately 17,000 interconnections between our customers, have created a network effect. Combined with our broad geographic footprint, this network effect contributes to the growth of our customer base and revenue. As a result of the operating leverage inherent in our business model, we believe incremental revenue will increase operating cash flow.

Our network neutral business model is a primary differentiating factor in the market. We do not own or operate our own network, and as a result, our customers are able to connect directly to their choice of telecommunications service providers in an open and competitive marketplace. These service providers include tier 1 network service providers (“NSPs”), ISPs, tier 2 providers and international telecommunications carriers. We believe the ability to connect directly with telecommunications service providers and each other enables our customers to reduce network transit costs, to improve the performance of their services and to reduce their time to market.

We offer interconnection services, which include cross connect and Internet exchange services, and colocation services, which include space and power for our customers’ networking and computing equipment. Our diverse customer base includes some of the world’s largest NSPs, Metropolitan Service Operators (“MSOs”), ISPs, online content providers and enterprises. Our North America based telecommunications carrier and ISP customers include AboveNet Communications, AOL, and Qwest and our international carrier customers include BT, ChungHwa Telecom, Singapore Telecommunications, Telecom Italia and VSNL. Our online content provider customers include DirecTV, Electronic Arts, Google, LimeLight Networks, Yahoo! and YouTube. Our enterprise customers include Internet dependent businesses, including Amazon.com and Factset, and other enterprises such as GlaxoSmithKline, Hewlett Packard, Microsoft, and VeriSign.

We believe our broad geographic footprint represents a competitive advantage. This footprint includes facilities in 14 of the 15 largest Metropolitan Service Areas (“MSAs”) in the U.S., more than any of our network neutral competitors. Our presence in these markets enables

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us to serve customers in locations where Internet traffic is most concentrated and to serve customers who require a broader geographic footprint. As of June 30, 2006, of our top 100 customers as measured by revenue, 74 utilize our services in multiple markets.

Since our founding in 1998, we have increased our revenue through a combination of organic growth and acquisitions. Our customer base provides a platform for organic growth. Sales to existing customers in 2005 comprised approximately 80% of incremental sales of our interconnection and colocation services. Since March 2003, we have completed five acquisitions and integrated 12 facilities into our operations. These acquisitions have increased our network densities, expanded our customer base and broadened our geographic footprint.

Industry Overview

Monthly Internet traffic in the U.S. is projected to grow at a 34.4% compound annual growth rate (“CAGR”) from 2005 to 2008 according to the Telecommunications Industry Association. Growth in Internet traffic is being driven by increasing broadband penetration, the proliferation of bandwidth intensive services, including Voice-over-IP (“VoIP”), online gaming, streaming video and audio and Internet protocol television (“IPTV”), and the maturity of online business models.

The various networks that constitute the Internet initially connected with each other at public network access points, or NAPs. The inability of these NAPs to handle the increase in commercial Internet traffic led to the creation of network neutral Internet exchanges and network neutral interconnection and colocation facilities.

Interconnection Services

Interconnection services enable businesses to exchange network traffic through direct connections with each other or through peering connections with multiple businesses. Growth in Internet traffic is leading to increasing demand for interconnection services, as NSPs, ISPs and other Internet dependent businesses require additional connectivity to efficiently exchange increasing amounts of network traffic. Online content providers and providers of other bandwidth intensive services, in particular, require high densities of interconnections and scalability of a service provider’s interconnection infrastructure in order to optimize their services. For these businesses, direct interconnection with each other as well as with multiple NSPs within a facility reduces transit costs, increases the performance of their services and reduces their time to market.

Colocation Services

Growth in Internet traffic is also leading to increasing demand for colocation services. A colocation facility is typically located in close proximity to telecommunications service providers and houses networking and computing equipment such as switches, routers, fiber optic transmission gear and servers for businesses that need to connect with each other and the Internet. The highly controlled environment required for this equipment is characterized by redundant power infrastructure, reinforced floors, sophisticated security and monitoring, and reliable heating, ventilation and air-conditioning (“HVAC”) systems. Due to the high cost of building and maintaining colocation facilities, businesses often outsource these services to colocation service providers.

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Industry Trends

Several favorable trends in our industry are driving demand for our network neutral interconnection and colocation services. These trends include the following:

Growth in Internet Traffic. Growth in Internet traffic is being driven by increasing broadband penetration, the proliferation of bandwidth intensive services and the maturity of online business models, among other factors.

Stabilizing Supply of Network Neutral Interconnection and Colocation Capacity. From 2001 to 2004, the network neutral interconnection and colocation industry underwent a period of consolidation and rationalization, which significantly reduced the amount of capacity in many markets. The reduced capacity, along with increasing demand for network neutral interconnection and colocation services is driving revenue growth for the providers of these services and has led to stabilization in the pricing environment.

Increasing Power and Cooling Requirements. While networking and computing equipment manufacturers are continuously reducing the size of the equipment they manufacture, the reduced size has generally not translated into reduced energy consumption or reduced heat generation. As a result, customers of colocation services are requiring more electricity to power, and additional infrastructure to cool, their networking and computing equipment.

Adoption of Advanced Networking Technology. As broadband penetration increases and telecommunications carriers upgrade to next generation digital networks, new Internet-based services are being developed for both consumers and businesses. These services typically require more bandwidth and feature networking technologies, such as 10 Gigabit switching, that enable more efficient interconnections through higher packet transfer rates.

Growing Awareness of Business Continuity and Disaster Recovery Planning. A growing awareness of business continuity and disaster recovery planning is leading businesses to store an increasing amount of data in secure, off-site facilities that enable them to access this data in real-time. Interconnection and colocation service providers address this need through the use of highly secure and redundant facilities.

Our Competitive Strengths

We believe that our key competitive strengths position us well to capitalize on the growing demand for interconnection and colocation services. These competitive strengths include the following:

Network Neutral Business Model. We do not own or operate our own network, and, as a result, our customers are able to connect directly to their choice of multiple NSPs and ISPs in an open and competitive marketplace. We believe this enables our customers to reduce network transit costs, improve the performance of their services and reduce their time to market.

High Network Densities. We have approximately 17,000 interconnections between our customers. Our high network densities create a network effect, which provides an incentive for existing customers to remain within our facilities and for new customers to join them.

Broadest Network Neutral Geographic Footprint. Our geographic footprint includes 34 facilities in 23 markets in North America, including 14 of the 15 largest MSAs in the U.S. Our presence in these markets enables us to serve customers in locations where Internet traffic is most concentrated and to serve customers who require a broader geographic footprint.

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Robust Facilities and Operational Excellence. We believe our ability to meet high service levels is attributable primarily to the quality of our facilities and the capabilities of our operations personnel. We are able to provide a 99.999% uptime guarantee as part of our service level agreements with our customers.

Engineering and Networking Expertise. We have gained significant engineering and networking expertise throughout our history, including through our ownership and operation of PAIX, one of the first commercial Internet exchanges. This expertise enables us to design facilities which proactively address the evolving needs of our customers.

Our Strategy

Our objective is to be the leading provider of network neutral interconnection and colocation services in North America. The key elements of our strategy are to:

Focus on our Top 10 Markets. We derive the majority of our revenue from our top 10 markets, which are New York City, the Northern Virginia Area, the San Francisco Bay Area, Seattle, Dallas, Philadelphia, Toronto, Atlanta, Chicago and Los Angeles. Our top 10 markets are those markets which we believe to be most important strategically to our business. Since January 2005, we have increased our gross square footage in these markets by 29%, and have augmented the power and cooling infrastructure in many of our facilities. We intend to continue to expand capacity in our top 10 markets to meet the increasing needs of our existing customers and to serve new customers.

Leverage Network Densities. By increasing network densities within our facilities, we are able to further enhance our value proposition to our customers. We target bandwidth intensive customers who require facilities with high network densities to optimize their business models and improve the experiences of their end users. We believe that leveraging our network densities will enable us to continue to attract and retain customers who derive the greatest value from our interconnection services.

Strengthen Existing Customer Relationships and Reach New Customers. We are working to strengthen relationships with our existing customer base, develop relationships with customers in emerging, bandwidth intensive segments, and invest in new sales channels that incorporate our services as part of a broader communications solution. We are using a combination of our national account sales managers, an inside sales group and relationships with systems integrators to implement this strategy.

Pursue Selective Acquisitions. Our acquisitions have increased our network densities, expanded our customer base and broadened our geographic footprint. We believe that industry consolidation opportunities remain, and we intend to continue to pursue selective acquisitions.

Corporate Reorganization

In connection with this offering, Switch and Data, Inc., a Delaware corporation, the shares of which are being sold to the public in this offering, will be the successor to Switch & Data Facilities Company, Inc., our current holding company, following a reorganizational merger that will take place before the completion of this offering. As part of the merger, Switch and Data, Inc., will change its name to Switch & Data Facilities Company, Inc. The certificate of merger will be filed, and the merger and reorganization will become effective, immediately prior to the closing date for the sale of the shares in this offering. The reorganization will include the following:

• An aggregate of              shares of our common stock will be issued in the merger to existing holders of shares of capital stock of Switch & Data Facilities Company, Inc.

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• Various other agreements among the existing stockholders of Switch & Data Facilities Company, Inc. will be terminated or amended.

See “Certain Relationships and Related Party Transactions—Corporate Reorganization.”

Company Information

We were incorporated on July 31, 2006 as a Delaware corporation. Our predecessor, Switch & Data Facilities Company, Inc., also a Delaware corporation, was incorporated on March 15, 2000. The original predecessor of Switch & Data Facilities Company, Inc. was organized in Delaware on March 10, 1998, as Switch & Data Facilities Company, LLC. We currently conduct certain operations through our wholly owned subsidiaries. Our principal executive offices are located at 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607 and our telephone number is (813) 207-7700. We maintain a website at www.switchanddata.com where general information about our business is available. Information contained on our website or that can be accessed through our website is not part of this prospectus, and investors should not rely on any such information in making the decision whether to purchase our common stock.

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The Offering

Common stock offered by Switch & Data              shares

Common stock offered by the selling stockholders              shares

Common stock to be outstanding after this offering              shares

Over-allotment option              shares

Use of proceeds We intend to use the net proceeds of this offering to repay bank debt. See “Use of Proceeds.”

Proposed Nasdaq Global Market symbol SDXC

The number of shares of our common stock to be outstanding after this offering is based on the number of shares outstanding as of                     , 2006, after giving effect to completion of our corporate reorganization as described in “Certain Relationships and Related Party Transactions—Corporate Reorganization.” This information excludes shares of common stock reserved for issuance under our 2006 Stock Incentive Plan. Before we complete this offering, we will have outstanding options under our 2006 Stock Incentive Plan to purchase an aggregate of approximately              shares of our common stock at an exercise price equal to the offering price set forth on the cover of this prospectus.

Assumptions Used in This Prospectus

Unless we otherwise indicate, all information contained in this prospectus assumes:

• an offering price of $             per share of common stock, which is the mid-point of the range set forth on the cover of this prospectus;

• the underwriters will not exercise their over-allotment option to purchase up to              shares of our common stock;

• the completion of our corporate reorganization (see “Certain Relationships and Related Party Transactions—Corporate Reorganization”); and

• our issuance of              shares of common stock.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data is based solely on the consolidated financial data of our predecessor and should be read in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, all of which are included elsewhere in this prospectus. We derived the financial data as of December 31, 2005 and for the years ended December 31, 2003, 2004 and 2005 from the audited restated financial statements of our predecessor, Switch & Data Facilities Company, Inc., appearing elsewhere in this prospectus. We derived the financial data for the years ended December 31, 2001 and 2002 from the unaudited restated financial statements of our predecessor not included in this prospectus. The financial data as of June 30, 2006 and for the six months ended June 30, 2005 and 2006 was from our predecessor’s unaudited financial statements included in this prospectus. The unaudited consolidated interim financial data reflects all adjustments, including usual recurring adjustments, which in the opinion of management, are necessary for the fair presentation of that information as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results that you should expect for the full year or in the future. The adjusted pro forma balance sheet reflects the receipt and application of the estimated net proceeds to us from the sale of          shares of common stock by us in this offering at an assumed initial public offering price of $             per share.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

	Year Ended December 31,															Six Months Ended June 30,
	2001(1)(2)			2002(1)(3)			2003(4)			2004(4)			2005(4)			2005			2006
	(restated)			(restated)			(restated)			(restated)			(restated)			(unaudited)
	(In thousands, except per share data)
Revenues:	$	42,229		$	38,928		$	69,840		$	91,449		$	105,414		$	51,869		$	54,156
Costs and operating expenses
Cost of revenues, exclusive of depreciation and amortization		32,386			22,924			32,333			43,652			54,800			25,919			29,399
Sales and marketing		6,745			4,940			6,883			10,765			9,846			5,048			6,120
General and administrative		8,657			5,662			7,090			9,768			9,568			4,046			5,072
Depreciation and amortization		13,776			13,267			18,509			27,705			30,206			16,986			11,518
Lease litigation settlements		—			—			—			6,629			—			—			—
Asset impairment		16,329			8,338			—			1,015			2,140			2,140			2,193
Total cost and operating expenses		77,893			55,131			64,815			99,534			106,560			54,139			54,302
Operating income (loss)		(35,664	)		(16,203	)		5,025			(8,085	)		(1,146	)		(2,270	)		(146	)
Interest income		489			194			121			140			106			74			51
Interest expense		(2,801	)		(4,485	)		(3,573	)		(5,374	)		(9,356	)		(4,118	)		(5,835	)
Loss from debt extinguishment		—			—			(342	)		(409	)		(769	)		—			—
Other income (expense)		9			—			78			(192	)		166			334			144
Income (loss) from continuing operations before minority interest and income taxes		(37,967	)		(20,494	)		1,309			(13,920	)		(10,999	)		(5,980	)		(5,786	)
Minority interest in net income of consolidated partnership		(2,513	)		(1,878	)		(2,052	)		(380	)		—			—			—
Income taxes		—			—			(80	)		(63	)		(69	)		(96	)		(60	)
Loss from continuing operations		(40,480	)		(22,372	)		(823	)		(14,363	)		(11,068	)		(6,076	)		(5,846	)
Income (loss) from discontinued operations		(12,058	)		(19,142	)		(2,331	)		891			(206	)		(205	)		—
Net loss		(52,538	)		(41,514	)		(3,154	)		(13,472	)		(11,274	)		(6,281	)		(5,846	)
Preferred stock accretions and dividends		(9,787	)		(10,225	)		(15,120	)		(16,938	)		(33,691	)		(8,950	)		(6,578	)
Net loss, attributable to common shareholders	$	(62,325	)	$	(51,739	)	$	(18,274	)	$	(30,410	)	$	(44,965	)	$	(15,231	)	$	(12,424	)
Net income (loss) per share- basic and diluted	$	(1.24	)	$	(0.48	)	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Weighted average shares outstanding(5)		50,074			107,787			107,787			107,787			107,787			107,787			107,575
Pro forma net loss per share, basic and diluted (unaudited)(6)													$						$
Pro forma weighted average shares outstanding, basic and diluted (unaudited)(6)

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	As of December 31, 2005			As of June 30, 2006
	Actual(4)			Actual			As Adjusted(7)(8)
	(restated)
Balance Sheet Data:
Cash and cash equivalents	$	10,417		$	7,257
Total assets	$	163,222		$	158,916
Long-term obligations	$	153,602		$	151,197
Total shareholders’ deficit	$	(189,360	)	$	(201,373	)

(1) Amounts for 2001 and 2002 have been restated from the amounts previously reported. See notes to “Selected Consolidated Financial Information” for more information.

(2) Upon adoption of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets (“FAS 142”), on January 1, 2002, goodwill is no longer amortized. Only intangible assets with definite lives continue to be amortized.

(3) As a result of the restatement relating to the presentation of discontinued operations in 2003, certain facilities have been reclassified from discontinued operations to continuing operations in 2002 in accordance with the requirements of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“FAS 144”). See Note 2 to the accompanying Consolidated Financial Statements for additional information on the effects of the restatement.

(4) Amounts for 2003, 2004 and 2005 have been restated from amounts previously reported. See Note 2 to the accompanying Consolidated Financial Statements for additional information on the effects of the restatement.

(5) The number of weighted average basic and diluted shares outstanding for purposes of calculating our earnings per share includes our predecessor’s Common Stock and Series B Common Stock.

(6) Unaudited pro forma basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares assumed outstanding for the period resulting from the assumed conversion of outstanding preferred stock as discussed in “Certain Relationships and Related Party Transactions—Corporate Reorganization” which will occur immediately prior to the offering contemplated by this prospectus.

(7) Adjusted to reflect the reorganization described in “Certain Relationships and Related Party Transactions–Corporate Reorganization.”

(8) Adjusted to reflect the sale of shares of our common stock offered by us in this offering at an offering price of $             per share, less the underwriting discount and estimated offering expenses payable by us, and the use of proceeds from this offering. See “Use of Proceeds.”

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RISK FACTORS

If you purchase shares of our common stock, you will assume a high degree of risk. In deciding whether to invest, you should carefully consider the following risk factors, as well as the other information contained in this prospectus. Any of the following risks as well as other risks and uncertainties discussed in this prospectus could have a material adverse effect on our business, financial condition, results of operations or prospects and cause the value of our stock to decline, which could cause you to lose all or part of your investment. Additional risks and uncertainties of which we are unaware, or that are currently deemed immaterial by us, also may become important factors that affect us.

Risks Related to Our Business

We have incurred substantial losses in the past and may continue to incur losses in the future.

We have never been profitable and have incurred losses since our inception. For the years ended December 31, 2004 and 2005, we incurred net losses of approximately $13.5 million and $11.3 million, respectively. Until 2003, we did not generate cash from operations. As of June 30, 2006, we had an accumulated deficit of $202.1 million. There can be no guarantee that we will achieve profitability. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our operating results have fluctuated historically and could continue to fluctuate in the future which could affect our ability to maintain our current market position or expand.

Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors, many of which are beyond our control, including the following:

• changes in general economic conditions and specific market conditions in the telecommunications and Internet-related industries;

• demand for interconnection and colocation services at our facilities;

• competition from other suppliers of the services we offer;

• the timing and magnitude of operating expenses, capital expenditures and expenses related to the expansion of sales, marketing and operations, including as a result of acquisitions, if any;

• the cost and availability of power and cooling capacity;

• our closing of existing facilities or our acquisition of additional facilities;

• the mix of our current services; and

• the financial condition and credit risk of our customers.

Any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior periods should not be relied upon as indications of our future performance.

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Our ability to maximize the utilization of our facilities is limited by the availability and cost of sufficient electrical power and cooling capacity.

The availability of an adequate supply of electrical power and cooling capacity, and the infrastructure to deliver that power and cooling, is critical to our ability to provide our services. Even though physical space may be available in a facility, the demand for electrical power may exceed our designed capacity. We may be unable to meet the increasing power and cooling needs of our customers if our customer mix does not match our expectations or our customers further increase their use of high density electrical power equipment, such as blade servers. In addition, the amount of saleable space within our facilities is reduced to the extent that we house generators and batteries to provide back-up power. Further, certain of the leases for our facilities also contain provisions that limit the supply of electrical power and cooling capacity to such facilities and our ability to reach full utilization may be constrained in these facilities. If the availability of power limits our ability to fully utilize the space within our facilities, we may be unable to accept new customers at our facilities and our revenue growth will decline or we may incur additional costs to increase the power supply or acquire space at an additional facility.

The high utilization of our facilities may limit our ability to grow in certain key markets, and we may be unable to expand our existing facilities or locate and secure suitable sites for additional facilities.

Our facilities have reached high rates of utilization in many of our key markets. Our ability to meet the growing needs of our existing customers and to attract new customers in these key markets depends on our ability to add additional capacity by incrementally expanding our existing facilities or by locating and securing additional facilities in these markets that meet specific infrastructure requirements such as access to multiple telecommunications carriers, a significant supply of electrical power, high ceilings and the ability to sustain heavy floor loading. In many markets, the supply of facilities with these characteristics is limited and subject to high demand. If we are unable to expand our capacity in a timely and cost-effective manner, our business and results of operations may be adversely affected.

We are continuing to invest in our expansion efforts but we may not experience sufficient customer demand in the future to realize expected returns on these investments.

We are considering the acquisition or lease of additional properties, including the construction of new facilities. We would be required to commit substantial operational and financial resources to these facilities, generally up to 18 months in advance of securing customer contracts, and we may not experience sufficient customer demand in those markets to support these facilities once they are built. In addition, unanticipated technological changes could affect customer requirements and we may not have built such requirements into our new facilities. Any of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments and could have a material adverse effect on our operating results.

We do not own the buildings in which our facilities are located. Instead, we have chosen to lease our facility space, and the non-renewal of leases poses significant risk to our ongoing operations.

We would incur significant costs if we were forced to vacate one of our facilities due to the high costs of relocating the equipment in our facilities and installing the necessary infrastructure in a new facility. In addition, if we were forced to vacate a facility, we could lose customers that chose our services based on our location. Although we hold long-term leases for

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most of our facilities, our landlords could attempt to evict us for reasons beyond our control. Further, we may be unable to maintain good working relationships with our landlords, which would adversely affect our customer service and could result in the loss of current customers.

In addition, our business would be harmed by our inability to renew leases at favorable terms. Most of our leases provide two five-year renewal options with rent set at then-prevailing market rates. We expect that the then-prevailing market rates will be higher than present rates. To maintain the operating profitability associated with our present cost structure, we must increase revenues within existing facilities to offset the anticipated increase in lease payments at the end of the original and renewal terms. Failure to increase revenue sufficiently to offset this higher cost would adversely impact our operating income.

Additionally, 10 of our leases do not contain renewal options. Renewing these leases at favorable terms will be critical to continuing those operations in the Los Angeles, Atlanta, New York, Philadelphia and Seattle markets. Even those leases which contain renewal options do not assure long-term operations at those facilities.

If our contracts with our customers are not renewed or are terminated, our business could be substantially harmed.

Our customer contracts for space and power typically have terms of one to three years. Interconnection services are typically provided either on a month-to-month basis or over a one year term. Our customers may not elect to renew these contracts. Furthermore, our customer contracts are terminable for cause if we breach a material provision of the contract, including the failure to provide power or connectivity for extended periods of time, or violate applicable laws or regulations. We may face increased competition and pricing pressure as our customer contracts become subject to renewal. Our customers may negotiate renewal of their contracts at lower rates, for fewer services or for shorter terms. If we are unable to successfully renew our customer contracts on their current terms, or if our customer contracts are terminated, our business could suffer.

We have been sued by several landlords for breaches of our lease agreements. An adverse determination in any of these proceedings could result in significant liabilities.

We have reached settlement agreements with several landlords in connection with disputes arising out of alleged breaches of our abandoned lease agreements, and we have ongoing litigation with respect to a number of existing disputes, including a suit filed in May 2006 in connection with our decision in 2000 not to lease space in a building located in Milwaukee, Wisconsin. Generally, the claims brought by these landlords allege breach of contract and fraudulent misrepresentation. The damages claimed in these disputes are generally significant. An adverse determination in any of these proceedings could result in significant liabilities. In the past, we have experienced adverse outcomes in litigation proceedings arising out of similar facts, and we have settled similar disputes for significant sums. The potential liabilities resulting from these claims may not be covered by our insurance policies or may be disputed by our insurers. Moreover, even if the claims brought against us are unsuccessful or without merit, the cost of defending these suits may result in a material adverse effect on our liquidity. See “Business—Legal Proceedings” for more information.

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Any failure of our physical infrastructure or services could lead to significant costs and disruptions that could reduce our revenues, harm our business reputation and have a material adverse effect on our financial results.

Our business depends on providing customers with highly reliable service. The services we provide are subject to failure resulting from numerous factors, including:

• human error;

• power loss;

• improper building maintenance by the landlords of the buildings in which our facilities are located;

• physical or electronic security breaches;

• fire, earthquake, hurricane, flood and other natural disasters;

• water damage;

• the effect of war, terrorism and any related conflicts or similar events worldwide; and

• sabotage and vandalism.

Problems at one or more of our facilities, whether or not within our control, could result in service interruptions or equipment damage. We have service level commitment obligations to substantially all of our customers. As a result, service interruptions or equipment damage in our facilities could result in credits for service interruptions to these customers. We have at times in the past given credits to our customers as a result of service interruptions due to equipment failures. We cannot assure you that our customers will accept these credits as compensation in the future. Also, service interruptions and equipment failures may expose us to additional legal liability and impair our brand image. We depend on our landlords and other third-party providers to properly maintain the buildings in which our facilities are located. Improper maintenance by such landlords and third parties increase the risk of service interruptions and equipment damage.

Additionally, certain of our facilities, including those in California, Florida and the Pacific Northwest, are located in areas particularly susceptible to natural disasters such as earthquakes, hurricanes and tornadoes. The occurrence of any natural disaster could shut down one or more of our facilities and result in a material adverse effect upon our results of operations. Moreover, we may not have adequate property or liability insurance to cover catastrophic events.

We may not be able to compete successfully against current and future competitors.

We compete with network neutral interconnection and colocation service providers and other telecommunications service providers, including U.S.-based telecommunications carriers and ISPs, managed service providers and web hosting companies. Many of our competitors have longer operating histories and significantly greater financial, technical, marketing and other resources than us, and some have a greater presence in our markets and in other markets across the United States and around the world.

Because of their greater financial resources, some of our competitors have the ability to adopt aggressive pricing policies. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues and adversely affect our operating results. In addition, certain of these competitors currently offer network neutral interconnection and

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colocation services in the same markets where we have facilities, and other competitors may start doing so in the future. Some of these competitors may also provide our current and potential customers with additional benefits, including one-stop shopping options through bundled interconnection and colocation services, and may do so in a manner that is more attractive to our potential customers than our services. These competitors may be able to provide bundled interconnection and colocation services at prices lower than our cost structure allows. If, as a result of such efficiencies, these competitors are able to adopt aggressive pricing policies for interconnection and colocation services, our ability to generate revenues would be materially and adversely affected.

In addition, our competitors may operate more successfully or form alliances to acquire significant market share. Once businesses locate their networking and computing equipment in competitors’ facilities, it may be extremely difficult to convince them to relocate to our facilities. Furthermore, a business that has already invested substantial resources in such arrangements may be reluctant or slow to replace, or limit its existing services by becoming our customer.

Finally, we may also experience competition from our landlords. Rather than leasing available space in our buildings to us or other large single tenants, they may decide to convert the space instead to smaller units designed for multi-tenant interconnection and colocation use. Landlords may enjoy a cost advantage in providing services similar to those provided by us, and this could also reduce the amount of space available to us for expansion in the future.

If we fail to differentiate our facilities and services from the services provided by our current or future competitors, we may not be able to compete successfully and our business and results of operations may be adversely affected.

Our failure to meet performance standards under our service level agreements could result in our customers terminating their relationship with us and the damage to our reputation could limit our ability to retain existing customers and attract new customers.

We have service level agreements with substantially all of our customers in which we provide various guarantees regarding our levels of service. We may have difficulty meeting these levels of service if we experience service interruptions. If we fail to provide the levels of service required by these agreements, our customers may be able to receive service credits for their accounts or terminate their relationship with us. In addition, our inability to meet our service level commitments may damage our reputation and could consequently limit our ability to retain existing customers and attract new customers, which would adversely affect our ability to generate revenues and negatively impact our operating results. We have issued credits to customers on several occasions in the past due to our failure to meet our service level commitments, and we may do so in the future. We cannot assure you that our customers will accept these credits as compensation in the future.

We are dependent upon third-party suppliers for power and certain other services, and we are vulnerable to service failures of our third-party suppliers and to price increases by such suppliers.

We generally do not control the amount of power our customers draw from their installed circuits. We rely on third parties to provide power, and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. If the amount of power available to us is inadequate to support our customer requirements or delivery of power does not occur in a timely manner, we may be unable to provide our services to our customers and our operating results and cash flow may be materially and adversely affected. In addition, our

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facilities are susceptible to power shortages and planned or unplanned power outages caused by these shortages such as those that occurred in California during 2001, in New York City and the Northeast in 2003 and in Miami in 2005. The overall power shortages in California, where three of our facilities, including our Palo Alto facility, are located, has increased the cost of energy, which we may not be able to pass on to our customers. We also believe that the Northeast remains particularly vulnerable to power shortages. We attempt to limit exposure to power shortages by using backup generators and batteries. Power outages, which may last beyond our backup and alternative power arrangements, would harm our customers and our business. In the past, a limited number of our customers have experienced temporary losses of power. We could incur financial obligations or be subject to lawsuits by our customers in connection with a loss of power. In addition, any loss of services or equipment damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers, which would adversely affect both our ability to generate revenues and our operating results.

We are dependent upon third-party suppliers for the resale of Internet access and other services, and we have no control over the quality and reliability of the services provided by these suppliers. In the past, some of these providers have experienced significant system failures. Users of our services may in the future experience difficulties due to service failures unrelated to our systems and services. If for any reason these suppliers fail to provide certain services to us, our business, financial condition and results of operations could be adversely affected.

We depend upon a limited number of service provider customers, and the loss of one or more of these customers could adversely affect business.

We depend upon a limited number of service providers to colocate and/or interconnect as customers in our facilities and contribute to the network density that attracts our other telecommunications service providers and our online content provider and enterprise customers. We expect that we will continue to rely upon a limited number of customers to maintain network density within our facilities. As a result of our dependence on a limited number of these customers in our facilities, a loss of one or more of these customers could have a material and adverse effect on our business, prospects, financial condition and results of operations.

Our ability to grow depends on a diverse customer base, and our failure to develop and maintain a diverse customer base could harm our business and adversely affect our results of operations.

Our ability to grow depends on our ability to develop and maintain a diverse customer base, consisting of a variety of businesses, including telecommunications carriers, Internet service providers and enterprises. We believe creating a diverse customer base in each facility will generate incremental interconnection revenues in the long-term and increase our overall revenues. Our ability to attract and retain these customers will depend on a variety of factors, including the presence of multiple telecommunications carriers in our facilities, the mix of services offered by us, our overall customer mix, the operating reliability and security of our facilities and our ability to market our services effectively across different customer segments. If we fail to develop and maintain a diverse customer base, our business and results of operations may be adversely affected.

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We intend to make future acquisitions, which pose integration and other risks that could harm our business.

Since March 2003, we have made the following five acquisitions: the acquisition of the assets and certain liabilities of PAIX.net, Inc. in March 2003; the acquisition of the stock of Meridian Telesis in January 2004; the acquisition of the stock of the RACO Group in March 2004; the acquisition of the limited partnership interests of the Site II partnership in 2004; and the acquisition of the stock of LayerOne Holdings in January 2005. We may acquire complementary businesses, product or service lines and technologies in the future. There can be no assurance that we will be able to successfully integrate our acquisitions. To finance these acquisitions, we may incur additional debt and issue additional shares of our stock, which will dilute existing stockholders’ ownership interests in us and may adversely affect our business and operations. These acquisitions may also expose us to other risks such as:

• the inability to achieve the level of quality of services that we committed to provide in our service level agreements with our customers;

• the diversion of senior management’s attention from daily operations to the negotiation of transactions and integration of the acquired businesses, product or service lines and technologies;

• the inability to achieve projected synergies;

• the possible loss of customers;

• the possible loss or reduction in value of acquired businesses;

• the possibility that additional capital expenditures will be required;

• the possible loss of key personnel;

• difficulties in maintaining uniform standards, procedures, policies, and controls, including internal accounting controls; and

• the assumption of undisclosed liabilities.

The failure to successfully integrate acquired businesses, operations or technologies could have a material adverse effect on our business, results of operations, and financial condition. Successful integration will depend on our ability to manage acquired operations, realize revenue growth from an expanded customer base and eliminate duplicative and excess costs, among other factors.

Our costs will increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

We have never operated as a public company. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as recent rules subsequently implemented by the SEC and the Nasdaq Stock Market, have imposed various new requirements on public companies, including changes in corporate governance practices and these requirements will continue to evolve. Our management and other personnel will need to devote a substantial amount of time to comply with these evolving requirements. Moreover, these rules and regulations relating to public companies will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

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In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to satisfy the ongoing requirements of Section 404.

Failure to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. In addition, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors that both addresses management’s assessments and internal controls. We must complete our first Section 404 annual management report and our auditor must complete its first attestation report as of December 31, 2007 and we must include these reports in our 2007 Form 10-K (to be filed in early 2008). As described further below, during the course of our internal control testing, we identified deficiencies and we may discover additional deficiencies, which we may not be able to remediate in time to meet our deadline for compliance with Section 404. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent auditors may not issue a favorable assessment. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations. If either we are unable to conclude that we have effective internal control over financial reporting or our independent auditors are unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We have identified material weaknesses in our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

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In connection with the preparation of our 2005 consolidated financial statements as of December 31, 2005, and during the course of preparing for this offering our independent registered public accounting firm reported the following control deficiencies, which represent material weaknesses in our internal control over financial reporting:

• We did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial reporting requirements. Specifically, we had deficiencies in finance and accounting staff with sufficient depth and skill in the application of generally accepted accounting principles and the staffing of finance positions with individuals who did not have the appropriate skills, training and experience to meet the objectives that should be expected of these roles. This material weakness also contributed to the following individual material weaknesses as of December 31, 2005:

• We did not maintain effective controls over the accounting for modifications of our debt. Specifically, our controls were not effective to ensure the accuracy and completeness of the recording of debt issuance costs in accordance with generally accepted accounting principles. This control deficiency resulted in a restatement to debt issuance costs in our 2003, 2004 and 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

• We did not maintain effective controls over the completeness and accuracy of depreciation expense and accumulated depreciation. Specifically, our controls related to the preparation and review of the quarterly depreciation computations were not adequate to ensure that changes in the useful lives were appropriately accounted for in accordance with generally accepted accounting principles. This control deficiency resulted in audit adjustments to depreciation expense and accumulated depreciation in our 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

• We did not maintain effective controls over access to financial applications, programs and data. Specifically, our programmers, certain vendors and certain users with financial, accounting and reporting responsibilities also had access to financial applications, programs and data. Such access was not in compliance with segregation of duties requirements nor independently monitored. A lack of segregation of duties increases the likelihood of undetected misstatements due to error or fraud. Additionally, we do not maintain documented procedures regarding general computer controls, including change controls and related user acceptance testing. This control deficiency resulted in the aforementioned audit adjustment related to depreciation expense to our 2005 annual consolidated financial statements.

• We did not maintain effective controls over the completeness and accuracy of the accounting for a business combination. Specifically, our controls were not sufficient to ensure accuracy of the fair value allocation made in connection with this transaction. This control deficiency resulted in audit adjustments to our 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

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• We did not maintain effective control over the valuation of our long-lived assets. Specifically, effective controls were not in place to ensure the impairment analysis was accurately performed for our long-lived assets. This control deficiency resulted in audit adjustments to our 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

• We did not maintain effective controls over the completeness and accuracy of revenue. Specifically, our controls over revenue cut-off were not adequate to ensure that revenue was reported in the proper period. This control deficiency resulted in audit adjustments to our 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

• We did not maintain effective controls over the accuracy, completeness and presentation and disclosure of stock-based employee compensation expense in conformity with generally accepted accounting principles. Specifically, we did not maintain effective controls related to the preparation and review of the stock based compensation expense calculation. This control deficiency resulted in a restatement to our 2003, 2004 and 2005 annual consolidated financial statements and the interim consolidated financial statements for each of the 2005 quarters.

• We did not maintain effective control over the accuracy, completeness and presentation and disclosure of discontinued operations. Specifically, effective controls were not in place to ensure items classified within discontinued operations qualified as discontinued operations in accordance with generally accepted accounting principles. This control deficiency resulted in a restatement of our 2003, 2004 and 2005 annual consolidated financial statements.

• We did not maintain effective control over the accuracy and presentation and disclosure of income taxes. Specifically, effective controls were not in place to ensure the appropriate calculation and disclosures of income taxes. This control deficiency resulted in audit adjustments to our 2005 annual consolidated financial statements.

Additionally, the control deficiencies listed above could result in a misstatement of the aforementioned accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Upon completion of this offering, we will have had only limited operating experience with the remedial measures we have made to date, and we have significant additional remedial measures that we must make. We cannot provide assurance that the measures we have taken to date or any future measures will adequately remediate the material weakness reported by our independent registered public accounting firm. In addition, we cannot be certain that there are no additional material weaknesses in our internal control over financial reporting. Any failure to implement the new or improved controls in order to remediate the material weaknesses reported by our independent registered public accounting firm, or any difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. If we are unable to remedy these material weaknesses, we will not be able to conclude that we have effective disclosure controls and procedures under Section 302 of the Sarbanes-Oxley Act of 2002, which is a disclosure that we are required to make with our first quarterly report on Form 10-Q after this offering. Any such failure could also adversely affect the results of the periodic management evaluations that will be required when the SEC’s rules under Section 404 of the Sarbanes-Oxley Act of 2002 become applicable to us. Our failure to maintain effective disclosure controls and procedures or internal control over financial reporting could also cause investors to lose confidence in our reported financial information and could adversely impact our stock price.

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Additionally, SEC rules require that, as a publicly-traded company following completion of this offering, we file periodic reports containing our financial statements within a specified time following the completion of quarterly and annual periods. We may experience difficulty in meeting the SEC’s reporting requirements in a timely manner. Any failure by us to timely file our periodic reports with the SEC may result in a number of adverse consequences that could materially and adversely impact the value of your investment, including, without limitation, delisting of our stock from the Nasdaq Global Market, potential action by the SEC against us, possible defaults under credit arrangements, stockholder lawsuits and general damage to our reputation.

Our services have a long sales cycle that may have a material adverse effect on our business, financial condition and results of operations.

A customer’s decision to license rack, cabinet or cage space in one of our facilities and to purchase interconnection services typically involves a significant commitment of our time and resources. Many customers are reluctant to commit to purchasing our interconnection and colocation services until they are confident that our facility has adequate available carrier connections and network density. As a result, we experience a long sales cycle for our services. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer that does not generate revenue. Delays due to the length of our sales cycle or costs incurred that do not result in sales may have a material adverse effect on our business, financial condition and results of operations.

Our success largely depends upon retaining the services of our management team.

We are highly dependent on our management team. We expect that our continued success will largely depend upon the efforts and abilities of members of our management team. The loss of services of any key executive for any reason could have a material adverse effect upon us. Our success also depends upon our ability to identify, develop and retain qualified employees. The loss of some of our management and other employees could have a material adverse effect on our operations.

Our brand is not as well known as that of some of our competitors. Failure to develop and maintain brand recognition could harm our ability to compete effectively.

Many of our competitors are large telecommunications service providers that promote their brands with significantly larger budgets than we have for brand promotion. If we fail to develop and maintain brand recognition through sales and marketing efforts and a reputation for high quality service, we may be unable to attract new customers and risk losing existing customers to competitors with better known brands.

We have not been successful in attracting customers in several regional markets. We have closed several facilities and our failure to attract sufficient customers in our remaining regional markets could cause us to close one or more of our facilities and lose prospective customers and may adversely affect our business.

We maintain a presence in select regional markets across the U.S. and, in several of those markets, we have not been successful in attracting customers to our facilities. We have also exited certain markets. In connection with our exit from these markets and in other markets, we have taken significant asset impairment and discontinuation charges. We may exit one or more additional markets in the future and could incur related charges.

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We have significant debt obligations which include restrictive covenants that limit our flexibility to manage our business; failure to comply with these covenants could trigger an acceleration of our outstanding indebtedness.

Our credit facilities require that we maintain specific financial ratios and comply with covenants, including various financial covenants, which contain numerous restrictions on our ability to incur additional debt, pay dividends or make other restricted payments, sell assets, enter into affiliate transactions and take other actions. Furthermore, our existing financial arrangements are, and future financing arrangements are likely to be, secured by all of our assets. If we are unable to meet the terms of the financial covenants or if we breach any of these covenants, a default could result under one or more of these agreements. We have in the past violated certain covenants under our credit facilities, including a violation of the fixed charge covenant in March 2006 that was subsequently waived by our lenders pursuant to an amendment to the credit facilities. A default, if not waived by our lenders, could result in the acceleration of outstanding indebtedness and cause our debt to become immediately due and payable.

If we are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, we will have to refinance such obligations, or otherwise we will not be able to repay our debt. If new financing is made available, its terms may not be favorable to us and our business may be adversely affected.

We could incur substantial costs as a result of violations of or liabilities under environmental laws.

We are subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations impose liability, without regard to fault or the lawfulness of the disposal activity, for the entire cost of the investigation and cleanup of contaminated sites on current and former owners and operators of real property and persons who have disposed of or released hazardous substances at any location. Our facilities contain tanks for the storage of diesel fuel and significant quantities of lead acid batteries to provide back-up power. We maintain an environmental compliance program that includes the implementation of required technical and operational procedures designed to minimize the potential for leaks and spills, maintenance of records and manufacturers’ recommended preventative maintenance. However, we cannot guarantee that these systems will remain free from leaks or that the use of these systems will not result in spills. Any leak or spill of hazardous materials could result in interruptions to our operations and expenditures that could have a material adverse effect on our business, financial condition and results of operations. Moreover, hazardous substances or regulated materials of which we are not aware may be present at facilities we operate and lease. To the extent any such contaminants are discovered at our facilities, we may be responsible under applicable laws, regulations or leases for any required removal or cleanup at substantial cost. In addition, non-compliance with or liabilities under existing environmental or health and safety laws and regulations, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could be material.

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RISKS RELATED TO INDUSTRY

Our business depends on general economic performance and the continued use of the Internet, as well as the increasing adoption and usage of bandwidth intensive services.

Acceptance and use of the Internet may not continue to develop at historical rates and a sufficiently broad base of consumers may not continue to use the Internet and other online services as a medium of communication, commerce and entertainment. Demand for Internet services and products is subject to a high level of uncertainty and such services and products are subject to significant pricing pressure. As a result, we cannot be certain that a viable market for our services will be sustainable in many of our markets. If the market for our services grows more slowly than we currently anticipate, our revenues and operating results will be materially and adversely affected.

Industry consolidation may have a negative impact on our business.

The telecommunications industry is currently undergoing consolidation. For example, two of our significant customers, Qwest and Level 3, recently announced plans to acquire OnFiber and Progress Telecom, respectively, both of which are also significant customers. As our customers consolidate, there may be fewer telecommunications service providers available in our facilities and, with less network density in our facilities, our network neutral interconnection and colocation services may become less attractive to our customers. Further, our customers may require less interconnection and colocation services as they combine businesses. Given the competitive and evolving nature of this industry, further consolidation of our customers and competitors may present a risk to our network neutral business model and have a material adverse effect on our revenues and results of operations.

Changes in technology could adversely affect our business.

The markets for the services we offer are characterized by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing customer demands. We may not be able to adequately adapt our services or acquire new services that can compete successfully. We risk losing customers to our competitors if we are unable to adapt to this rapidly evolving marketplace.

In addition, our large telecommunications service provider customers that may be colocated at our facilities and our competitors’ facilities may, for reasons that are beyond our control, decide to upgrade the equipment in our competitors’ facilities but not at our facilities. This could lead to the phasing out of our facilities as a marketplace for telecommunications services, making our services less desirable for our customers. Such an occurrence would adversely affect our financial condition, our ability to retain existing customers and our ability to attract new customers.

Government regulation may adversely affect our business.

The telecommunications industry is currently undergoing a transformation in technology as it moves from a traditional dedicated circuit network architecture to a design where all forms of traffic—voice, video, and information—are transmitted as digital bits over IP-based networks. With the advent of these digital data transmissions and the growth of the Internet, data networks are becoming the networks over which all communications services can be offered. Determining the appropriate regulatory framework for these data networks is one of the most significant challenges facing federal and state telecommunication policy makers. As a result of

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this fundamental shift in the telecommunications industry’s underlying technology, various laws and governmental regulations in Canada and at the federal, state and local level in the U.S., governing IP-based services, related communications services and information technologies remain largely unsettled.

We are currently regulated by the Federal Communications Commission (“FCC”) and the Canadian Radio-Television and Telecommunications Commission (“CRTC”) regarding our provision of International Private Line interexchange services. We are also regulated by the New York State Department of Public Service regarding the provisions of intrastate interexchange services. Due to changing technology and applications of that technology it is uncertain whether and how existing laws or regulations or new laws or regulations will be applied by the FCC and other regulatory agencies in the future to other currently unregulated services we offer, or to new services or products that we may offer in the future.

Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.

The September 11, 2001 terrorist attacks in the U.S., the ensuing declaration of war on terrorism, the war in Iraq and the continued threat of terrorist activity and other acts of war or hostility appear to be having an adverse effect on business, financial and general economic conditions internationally. These effects may, in turn, increase our costs due to the need to provide enhanced security, which would have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, our ability to raise capital and the operation and maintenance of our facilities. We may not have adequate property and liability insurance to cover catastrophic events or attacks brought on by these factors.

Risks Related to the Offering

We may face litigation with certain of our stockholders.

Several years ago, we were sued by certain of our stockholders related to minority stockholder issues. Our predecessor’s capital needs necessitated a number of rounds of financing and the terms and conditions of such financing varied. The later rounds of financing generally contained more favorable terms for the investors than the earlier rounds. Although many of our predecessor’s stockholders hold multiple classes of stock, a number hold little or none of the classes that were issued in the later rounds. In particular, pursuant to an investors agreement between our predecessor and virtually all of its stockholders and under our predecessor’s certificate of incorporation, a formula is set forth establishing the amount of shares of common stock that the holders of each class of securities in our predecessor will receive in connection with our corporate reorganization. The result of the application of this formula is that it is highly unlikely holders of our predecessor’s Common Stock, Series B Common Stock and Series A, B and C Special Junior Stock will receive any of our common stock or any other consideration in connection with our corporate reorganization. Holders of our predecessor’s Series B Convertible Preferred Stock will likely receive less than their original investment in us. As a result, certain of our predecessor’s stockholders, even though they agreed to the formula in the investors agreement, may commence litigation seeking damages and other expenses and potentially other forms of relief, including, but not limited to, injunctive relief. Although we intend to vigorously oppose any litigation claims that may be raised, there is no assurance that we will prevail. If we do not prevail, the damages awarded and our other costs and expenses could be material and any injunctive relief awarded could cause significant or permanent delays in our corporate reorganization and the offering of our common stock

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contemplated in this prospectus. Even if we prevail, the distraction of management could result in material adverse affects upon our business and results of operations and we could incur substantial legal expenses.

No market currently exists for our common stock. We cannot assure you that an active trading market will develop for our common stock.

Prior to this offering, there has been no public market for shares of our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on The Nasdaq Global Market or otherwise or how liquid that market might become. The initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives, and may not be indicative of prices that will prevail in the open market following this offering.

If our stock price fluctuates after this offering, you could lose a significant part of your investment.

The market price of our stock may be influenced by many factors, some of which are beyond our control, including those described above under “Risks Related to Our Business” and the following:

• the failure of securities analysts to publish research about us after this offering or to make changes in their financial estimates;

• announcements by us or our competitors of significant contracts, productions, acquisitions or capital commitments;

• variations in quarterly operating results;

• general economic conditions;

• terrorist acts;

• future sales of our common stock; and

• investor perception of us and the telecommunications industry.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

As adjusted for this offering, there will be              shares of our common stock outstanding and              options to purchase common stock based on shares and options outstanding on                     , 2006 (including              options that will be exercisable). There will be              shares outstanding if the underwriters exercise their over-allotment option in full. Of our outstanding shares, all the shares of our common stock sold in this offering and all shares of common stock already outstanding will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (“Securities Act”).

Although we and our officers, directors, existing stockholders and existing option holders holding     % or more of our outstanding common stock have agreed with the underwriters that

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for a period of at least 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of common stock, or cause a registration statement covering any shares of common stock to be filed, without the prior written consent of Deutsche Bank Securities Inc., and Jefferies & Company, Inc., these agreements are subject to important exceptions. In addition, Deutsche Bank Securities Inc. and Jefferies & Company, Inc. may waive these restrictions at their discretion.

In addition, following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register an aggregate of              shares of our common stock reserved for issuance upon exercise of options granted under our 2006 Stock Incentive Plan. Shares registered under the registration statement on Form S-8 will be available for immediate sale into the public markets upon the exercise of any such options subject to the 180-day lock-up agreements described above and certain volume limitations applicable to our directors and executive officers.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock outstanding immediately after this offering. After giving effect to the completion of our corporate reorganization, our net tangible book value deficit per share as of June 30, 2006 was approximately $             and represents the amount of our stockholders’ equity of $             million minus intangible assets of $             million and deferred finance costs of $             million, divided by the              shares of our common stock that were outstanding on June 30, 2006. After giving effect to the completion of our corporate reorganization, our net book value per share of $             as of June 30, 2006 represents the amount of our stockholders’ equity of $             million divided by the              shares of common stock that were outstanding on June 30, 2006.

Investors who purchase our common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of our common stock. If you purchase our common stock in this offering, you will experience immediate and substantial dilution of $             in the net tangible book value per share of our common stock based on our net tangible book value as of June 30, 2006 and after giving effect to the completion of our corporate reorganization and $             per share based on our net tangible book value per share as of June 30, 2006 and after giving effect to the completion of our corporate reorganization, on an as-adjusted basis, based upon the initial public offering price of $             per share. Additional dilution will occur upon the exercise of outstanding options. Investors who purchase our common stock in this offering will have purchased     % of the shares outstanding immediately after the offering, but will have paid     % of the total consideration for those shares.

The issuance of additional stock in connection with acquisitions, our stock incentive plan or otherwise will dilute all other stockholdings.

After this offering, assuming the exercise in full by the underwriters of their over-allotment option, we will have an aggregate of              shares of common stock authorized but unissued and not reserved for issuance under our 2006 Stock Incentive Plan. We may issue all of these shares without any action or approval by our stockholders. We intend to continue to actively pursue strategic acquisitions. We may pay for such acquisitions, partly or in full, through the issuance of additional equity. Any issuance of shares in connection with our acquisitions, the exercise of stock options or otherwise would dilute the percentage ownership held by the investors who purchase our shares in this offering.

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Your ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock.

After giving effect to the offering, assuming no exercise by the underwriters of their over-allotment option, affiliates of              will beneficially own approximately              million shares, or     %, of our common stock, affiliates of              will beneficially own approximately              million shares, or     %, of our common stock and affiliates of              will beneficially own approximately              million shares, or     % of our common stock.              of our directors are associated with these stockholders. As a result,             ,             , and              could exert significant influence over our management and policies and may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock.

Our authorized but unissued common and preferred stock may prevent a change in our control.

Our amended and restated certificate of incorporation authorizes us to issue additional authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors may classify or reclassify any unissued shares of our preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board may establish a series of preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Anti-takeover provisions in our amended and restated certificate of incorporation and by-laws could delay a change in management and limit our share price.

Certain provisions of our amended and restated certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us or for us to acquire control of a third party even if such a change in control would increase the value of your common stock.

We have a number of anti-takeover devices in place that will hinder takeover attempts and could reduce the market value of our common stock or prevent sale at a premium. Our anti-takeover provisions include:

• a staggered, or classified, board of directors;

• removal of directors, only for cause, by 80% of the voting interest of stockholders entitled to vote;

• blank-check preferred stock, the preference, rights and other terms of which may be set by the board of directors and could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise benefit our stockholders;

• a provision denying stockholders the ability to call special meetings;

• Section 203 of the Delaware General Corporation Law restricts certain business combinations with interested stockholders in certain situations; and

• advance notice requirements by stockholders for director nominations and actions to be taken at annual meetings.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” or “may,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this prospectus may include statements about:

• our financial outlook and the financial outlook of Internet dependent businesses, including telecommunications carriers, ISPs, online content providers and enterprises;

• our ability to compete successfully with our competitors;

• our use of our proceeds from this offering;

• our cash needs;

• implementation of our corporate strategy;

• our financial performance;

• our ability to leverage our network densities;

• our ability to grow in our top 10 markets and expand the capacity in our facilities to meet the increasing needs of our existing customers and to serve new customers;

• the availability and cost of sufficient electrical power and cooling capacity in our facilities;

• our ability to pursue and successfully integrate acquisitions;

• our ability to strengthen existing customer relationships and reach new customers;

• our ability to develop relationships with customers in emerging, bandwidth intensive segments and to develop new sales channels;

• our ability to offer a mix of services that will develop and maintain a diverse customer base;

• our ability to design and architect facilities which proactively address the evolving needs of our customers;

• our ability to meet the service levels required by our service level agreements with our customers;

• the growth in Internet traffic;

• the stabilizing supply of network neutral interconnection and colocation capacity;

• the adoption of advanced networking technology;

• the adoption and usage of bandwidth intensive services;

• the growing awareness of business continuity and disaster recovery planning; and

• the effect of industry consolidation on our business.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this prospectus under the caption “Risk Factors.” You should read these factors and the other cautionary statements made in this prospectus as being

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applicable to all related forward-looking statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

You should rely only on the information contained in this prospectus. We and the selling stockholders have not authorized anyone to provide information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares of common stock by us will be approximately $             million, assuming an initial public offering price of $             per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) the net proceeds to us from this offering by $             million, or $             million if the underwriters exercise their over-allotment option in full, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering to repay indebtedness outstanding under our existing credit facilities. We pay interest on the indebtedness that we will repay with the proceeds of this offering at either a base rate or a Eurodollar rate, at our option, and such indebtedness has maturity dates of October 13, 2010 and October 13, 2011. Any base rate interest we pay is equal to the greater of the agent’s prime rate or 0.50% above the federal funds rate, plus a spread of 2.50% to 3.25%. Any Eurodollar rate interest we pay is based on the one-, two-, three-, or six-month Eurodollar rate plus a spread of 3.50% to 4.25%.

We intend to enter into a new credit facility. We currently intend to use funds borrowed under our new credit facility to repay in full any remaining amounts owed under our existing credit facilities, for capital expenditures, for working capital and other general corporate purposes. In addition, we may use a portion of the borrowings under our new credit facility to acquire or invest in businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise. However, we have no specific agreements or commitments and are not currently engaged in any substantive negotiations with respect to these transactions. Our existing credit facilities require that we use 75% of the proceeds from this offering to repay amounts owed under such credit facilities. Although we are seeking to enter into a new credit facility, a new credit facility is not a condition of this offering. Accordingly, if we are unable to enter into a new credit facility, we will use 75% of the proceeds from this offering to repay amounts owed under our existing credit facilities and the remaining 25% will be used for capital expenditures, for working capital and other general corporate purposes.

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DIVIDEND POLICY

On October 13, 2005, we paid a cash dividend of approximately $11.4 million in the aggregate to holders of our predecessor’s Series D Redeemable Preferred Stock in connection with the redemption of our predecessor’s Series D Redeemable Preferred Stock and approximately $16 million in the aggregate to holders of our predecessor’s Series C Redeemable Preferred Stock. We have not declared or paid any other dividends. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. Our existing credit facilities prohibit us from paying cash dividends, and any future financing agreements may prohibit us from paying any type of dividends. For more information about these restrictions, see “Secured Credit Facility.”

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of June 30, 2006:

• actual, of our predecessor without giving effect to any adjustments resulting from the corporate reorganization or this offering;

• as adjusted, after giving effect to the completion of our corporate reorganization discussed in “Certain Relationships and Related Party Transactions—Corporate Reorganization”; and

• as further adjusted to give effect to the completion of our corporate reorganization and to the issuance and sale of              shares of our common stock in this offering at an assumed initial public offering price of $             per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds of this offering as described under “Use of Proceeds.”

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This table should be read with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of June 30, 2006
	Actual(1)		As Adjusted(1)	As Further Adjusted(1)
	(unaudited)		(unaudited)	(unaudited)
	(In thousands)
Long-term debt, less current portion	$	140,785
Series C redeemable preferred stock, $0.0001 par value per share: 32,609 shares authorized, and 32,609 shares issued and outstanding, actual; no shares authorized and no shares issued as adjusted or as further adjusted		14,376
Series B convertible preferred stock, $0.0001 par value per share: 22,100 shares authorized, and 22,100 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding, as adjusted or as further adjusted		172,846
Shareholders’ deficit
Common stock, $0.0001 par value per share: 50,000 shares authorized, and 42,295 shares issued and outstanding, actual; 200,000 shares authorized, as adjusted and as further adjusted;              shares issued and outstanding, as adjusted;              shares issued and outstanding, as further adjusted		4
Series B common stock, $0.0001 par value per share: 65,217 shares authorized, and 65,217 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding, as adjusted or as further adjusted		7
Series A special junior stock, $0.0001 par value per share: 1,141 shares authorized, and 706 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding as adjusted or as further adjusted		—
Series B special junior stock, $0.0001 par value per share: 366 shares authorized, and 265 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding, as adjusted or as further adjusted		—
Series C special junior stock, $0.0001 par value per share: 4,000 shares authorized, and 220 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding, as adjusted or as further adjusted		—

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	As of June 30, 2006
	Actual(1)			As Adjusted(1)	As Further Adjusted(1)
	(unaudited)			(unaudited)	(unaudited)
Series D-1 preferred stock, $0.0001 par value per share: 325 shares authorized, and 325 shares issued and outstanding, actual; no shares authorized and no shares issued and outstanding, as adjusted or as further adjusted		—
Series D-2 preferred stock, $0.0001 par value per share: 3,250 shares authorized, and 192 shares issued and outstanding, actual; no shares authorized and no shares issued as adjusted or as further adjusted		2
Deferred Stock Compensation		(276	)
Additional paid-in capital		—
Accumulated deficit		(202,145	)
Accumulated comprehensive income		1,035
Total shareholders’ deficit		(201,373	)
Total capitalization	$	126,634

(1) The financial data presented in this column are based on the unaudited financial statements of our predecessor.

Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $         million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Our capitalization information represented above excludes:

• our issuance of up to              shares of common stock that the underwriters have the option to purchase from us solely to cover over-allotments; and

•              shares of common stock available for issuance upon the exercise of outstanding options, of which              shares are exercisable as of June 30, 2006 and after giving effect to the completion of our corporate reorganization.

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DILUTION

If you invest in our common stock your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. We calculate net tangible book value per share by dividing our net tangible book value, which equals total assets less intangible assets and total liabilities, by the number of common shares outstanding. The net tangible book value of our common stock as of June 30, 2006 was approximately $            , or $             per share of common stock. Our net tangible book value as of June 30, 2006 was              million, or $             pro forma per share, based upon              shares outstanding and after giving effect to the completion of our corporate reorganization. After giving effect to the sale of              shares of common stock by us in this offering at an initial public offering price of $             per share, after deducting the estimated underwriting discounts and commissions and offering expenses payable by us, our pro forma net tangible book value as of June 30, 2006 would have been $            , or $             per share. This represents an immediate increase in net tangible book value of $             per share to existing stockholders and an immediate dilution in net tangible book value of $             per share to investors purchasing shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share		$
Net tangible book value per share as of                     , 2006	$
Net tangible book value per share as of                     , 2006, after giving effect to the completion of our corporate reorganization	$
Increase per share attributable to sale of common stock in this offering	$
Pro forma net tangible book value per share after this offering		$
Dilution of net tangible book value per share to new investors		$

Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) our net tangible book value by $         million, the net tangible book value per share, after giving effect to this offering, by $         per share and the dilution in net tangible book value per share to new investors in this offering by $         per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table shows on a pro forma basis as of June 30, 2006, after giving effect to the completion of our corporate reorganization, the total cash consideration paid to us and the average price per share paid by existing stockholders for their common stock and by new investors purchasing common stock in this offering at an assumed initial public offering price of $             per share, before deducting estimated underwriting discounts and estimated expenses payable by us.

	Shares Issued		Total Consideration		Average Price Per Share
	Number	Percent	Amount	Percent
Existing stockholders
New investors
Total

The tables above assume no exercise of stock options outstanding as of June 30, 2006. As of June 30, 2006, there were outstanding options to purchase              shares of common stock at a weighted average exercise price of $            . Additionally, there were              options available

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for future grant under our 2006 Stock Incentive Plan. To the extent we issue additional shares or the option holders exercise these outstanding options or any options we grant in the future, there will be further dilution to new investors.

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to             , or     %, of the total number of shares of our common stock outstanding after this offering, and will increase the total number of shares held by new investors to             , or     %, of the total number of shares of our common stock outstanding after this offering.

If the underwriters exercise their over-allotment option in full, the number of shares held by new investors will increase to              shares, or     %, of the total number of shares of common stock outstanding after this offering.

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SELECTED CONSOLIDATED FINANCIAL DATA

This section presents our historical financial data which are based solely on the financial data of our predecessor. The selected consolidated financial data is qualified by reference to and should be read carefully in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace the financial statements.

We derived the financial data as of December 31, 2004 and 2005 and for the years ended December 31, 2003, 2004 and 2005 from the audited restated financial statements of our predecessor, Switch & Data Facilities Company, Inc., appearing elsewhere in this prospectus. We derived the financial data as of December 31, 2001, 2002 and 2003 and for the years ended December 31, 2001 and 2002 from the unaudited restated financial statements of our predecessor not included in this prospectus. The financial data as of June 30, 2006 and for the six months ended June 30, 2005 and 2006 was from our predecessor’s unaudited financial statements included in this prospectus. The unaudited interim consolidated financial data reflects all adjustments, including usual recurring adjustments, which in the opinion of management, are necessary for the fair presentation of that information as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results that you should expect for the full year or in the future.

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	Year Ended December 31,															Six Months Ended June 30,
	2001(1)(2)			2002(1)(3)			2003(4)			2004(4)			2005(4)			2005			2006
	(restated)			(restated)			(restated)			(restated)			(restated)			(unaudited)			(unaudited)
	(In thousands, except per share data)
Revenues:	$	42,229		$	38,928		$	69,840		$	91,449		$	105,414		$	51,869		$	54,156
Costs and operating expenses:
Cost of revenues, exclusive of depreciation and amortization		32,386			22,924			32,333			43,652			54,800			25,919			29,399
Sales and marketing		6,745			4,940			6,883			10,765			9,846			5,048			6,120
General and administrative		8,657			5,662			7,090			9,768			9,568			4,046			5,072
Depreciation and amortization		13,776			13,267			18,509			27,705			30,206			16,986			11,518
Lease litigation settlements		—			—			—			6,629			—			—			—
Asset impairment		16,329			8,338			—			1,015			2,140			2,140			2,193
Total cost and operating expenses		77,893			55,131			64,815			99,534			106,560			54,139			54,302
Operating income (loss)		(35,664	)		(16,203	)		5,025			(8,085	)		(1,146	)		(2,270	)		(146	)
Interest income		489			194			121			140			106			74			51
Interest expense		(2,801	)		(4,485	)		(3,573	)		(5,374	)		(9,356	)		(4,118	)		(5,835	)
Loss from debt extinguishment		—			—			(342	)		(409	)		(769	)		—			—
Other income (expense)		9			—			78			(192	)		166			334			144
Income (loss) from continuing operations before minority interest and income taxes		(37,967	)		(20,494	)		1,309			(13,920	)		(10,999	)		(5,980	)		(5,786	)
Minority interest in net income of consolidated partnership		(2,513	)		(1,878	)		(2,052	)		(380	)		—			—			—
Income taxes		—			—			(80	)		(63	)		(69	)		(96	)		(60	)
Loss from continuing operations		(40,480	)		(22,372	)		(823	)		(14,363	)		(11,068	)		(6,076	)		(5,846	)
Income (loss) from discontinued operations		(12,058	)		(19,142	)		(2,331	)		891			(206	)		(205	)		—
Net loss		(52,538	)		(41,514	)		(3,154	)		(13,472	)		(11,274	)		(6,281	)		(5,846	)
Preferred stock accretions and dividends		(9,787	)		(10,225	)		(15,120	)		(16,938	)		(33,691	)		(8,950	)		(6,578	)
Net loss, attributable to common shareholders	$	(62,325	)	$	(51,739	)	$	(18,274	)	$	(30,410	)	$	(44,965	)	$	(15,231	)	$	(12,424	)
Income (loss) per share-basic and diluted:
Continuing operations, attributable to common shareholders	$	(1.00	)	$	(0.30	)	$	(0.15	)	$	(0.29	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Discontinued operations	$	(0.24	)	$	(0.18	)	$	(0.02	)	$	0.01		$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss, attributable to common shareholders	$	(1.24	)	$	(0.48	)	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Weighted average shares outstanding(5)		50,074			107,787			107,787			107,787			107,787			107,787			107,575

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Balance Sheet Data:

	As of December 31,															As of June 30, 2006
	2001(1)			2002(1)(2)			2003(1)			2004(4)			2005(4)			Actual			Pro Forma (6)	As Adjusted (6)(7)
	(restated)			(restated)			(restated)			(restated)			(restated)
	(In thousands)
Cash and cash equivalents	$	14,485		$	5,839		$	10,664		$	13,707		$	10,417		$	7,257
Total assets		147,085			103,296			132,480			152,250			163,222			158,916
Long term obligations		44,852			39,883			26,620			65,291			153,602			151,197
Total shareholders’ deficit		(45,650	)		(97,177	)		(115,242	)		(144,866	)		(189,360	)		(201,373	)

Statement of Cash Flow Data:

	Year Ended December 31,															Six Months Ended June 30,
	2001(1)			2002(1)			2003(4)			2004(4)			2005(4)			2005			2006
	(restated)			(restated)			(restated)			(restated)			(restated)
										(In thousands)
Cash Flow from:
Operating Activities	$	(9,899	)	$	(3,239	)	$	20,725		$	17,645		$	25,333		$	12,914		$	8,688
Investing Activities		(36,081	)		(2,484	)		(44,600	)		(38,530	)		(41,516	)		(32,697	)		(11,554	)
Financing Activities		45,319			(3,133	)		28,699			23,929			12,875			10,630			(313	)

(1) Amounts for 2001 and 2002 and the balance sheet data as of December 31, 2003 have been restated from the amounts previously reported due to matters discussed in Note 2 in the Consolidated Financial Statements.

The following table shows the effects of the restatement of debt extinguishment costs and the correction of the classification of certain facilities from continuing operations to discontinued operations due to the discontinued operations error identified as part of the restatement of the 2003 financial statements to the corresponding line items of our results of operations, balance sheets, and statements of cash flows for the years indicated (in thousands):

Statement of Operations

	Year ended December 31,
	2001, as previously reported			2001, as restated			2002, as previously reported			2002, as restated
	(In thousands)
Revenues	$	44,321		$	42,229		$	38,928		$	38,928
Cost of revenues, exclusive of depreciation and amortization	$	39,181		$	32,386		$	20,673		$	22,924
General and administrative	$	8,556		$	8,657		$	5,650		$	5,662
Depreciation and amortization	$	17,080		$	13,776		$	13,267		$	13,267
Asset impairment	$	20,368		$	16,329		$	8,260		$	8,338
Total cost and operating expenses	$	91,932		$	77,893		$	52,790		$	55,131
Operating income (loss)	$	(47,611	)	$	(35,664	)	$	(13,862	)	$	(16,203	)
Interest expense	$	(2,786	)	$	(2,801	)	$	(4,355	)	$	(4,485	)
Other income (expense)	$	—		$	9		$	—		$	—
Income (loss) from continuing operations before income taxes and minority interest	$	(49,908	)	$	(37,967	)	$	(18,023	)	$	(20,494	)
Loss from continuing operations	$	(52,421	)	$	(40,480	)	$	(19,901	)	$	(22,372	)
Income (loss) from discontinued operations	$	—		$	(12,058	)	$	(21,471	)	$	(19,142	)
Net loss	$	(52,421	)	$	(52,538	)	$	(41,371	)	$	(41,514	)
Net loss, attributable to common shareholders	$	(62,208	)	$	(62,325	)	$	(51,597	)	$	(51,739	)

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Balance Sheet

	As of December 31,
	2001, as previously reported			2001			2002, as previously reported			2002			2003, as previously reported		2003
				(restated)						(restated)					(restated)
	(In thousands)
Total assets	$	147,202		$	147,085		$	103,555		$	103,296		133,553		132,480
Total shareholders’ deficit	$	(45,533	)	$	(45,650	)	$	(96,918	)	$	(97,177	)	(114,169	)	(115,242	)

Statement of Cash flows

	Year ended December 31,
	2001, as previously reported			2001			2002, as previously reported			2002
				(restated)						(restated)
	(In thousands)
Cash flows from operating activities
Net loss	$	(52,421	)	$	(52,538	)	$	(41,371	)	$	(41,514	)
Amortization of debt issuance costs	$	541		$	557		$	642		$	785
Net cash used in operating activities	$	(9,798	)	$	(9,899	)	$	(3,239	)	$	(3,239	)
Cash flows from financing activities
Debt issuance costs	$	(3,228	)	$	(3,127	)	$	—		$	—
Net cash provided by (used in) financing activities	$	45,218		$	45,319		$	(3,133	)	$	(3,133	)

(2) Upon adoption of FAS 142, on January 1, 2002, goodwill is no longer amortized. Only intangible assets with definite lives continue to be amortized.

(3) As a result of the restatement relating to the presentation of discontinued operations in 2003, certain facilities have been reclassified from discontinued operations to continuing operations in 2002 in accordance with the requirements of FAS 144. See Note 2 to the accompanying Consolidated Financial Statements for additional information on the effects of the restatement.

(4) Amounts have been restated from amounts previously reported. See Note 2 to the accompanying Consolidated Financial Statements for additional information on the effects of the restatement.

(5) The number of weighted average basic and diluted shares outstanding for purposes of calculating our earnings per share includes our predecessor’s Common Stock and Series B Common Stock.

(6) Adjusted to reflect the reorganization described in “Certain Relationships and Related Party Transactions—Corporate Reorganization.”

(7) Adjusted to reflect the sale of shares of our common stock offered by us in this offering at an offering price of $             per share, less the underwriting discount and estimated offering expenses payable by us, and the use of proceeds from this offering. See “Use of Proceeds.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with “Selected Consolidated Financial Data,” and the financial statements of our predecessor and accompanying notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth under “Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking statements.

Restatement of Financial Results for Years Ended December 31, 2003, 2004 and 2005

We have restated our previously reported consolidated financial statements for the years ended December 31, 2003, 2004 and 2005. Restated financial statements for the years ended December 31, 2001 and 2002 prepared in accordance with accounting principles generally accepted in the United States are not presented herein. In the consolidated financial statements presented herein, the effects of the restatement on periods prior to January 1, 2003 have been recorded as an increase in accumulated deficit of $0.3 million as of January 1, 2003 and resulted in an increase to total shareholders’ deficit of $0.3 million.

During the course of preparing our financial statements for the initial public offering, we discovered errors in our previously reported financial statements. As a result, we concluded that we would restate our 2003, 2004 and 2005 financial statements. The errors which have been corrected principally relate to: i) charges and expenses included in discontinued operations which should have been recorded in continuing operations, ii) incorrect treatment of debt issuance costs upon modification or extinguishment of debt instruments, and iii) the recognition of compensation expense for certain option grants to our employees. See Note 2 to the Consolidated Financial Statements included in this prospectus.

Overview

We are a leading provider of network neutral interconnection and colocation services primarily to Internet dependent businesses including telecommunications carriers, ISPs, online content providers and enterprises. We provide our services to over 800 customers through 34 interconnection and colocation facilities in 23 markets, which represents the broadest network neutral geographic footprint in North America, including our facility in Palo Alto, one of the first commercial Internet exchanges in the world.

Since March 2003, we have completed five acquisitions, including our acquisition of the assets of PAIX in 2003, the stock of MeridianTelesis in 2004, the stock of RACO in 2004, the limited partnership interests of the Site II partnership in 2004, and the stock of LayerOne in 2005. These acquisitions have increased our network densities, expanded our customer base and broadened our geographic footprint. They have required upfront cash payments, additional borrowings under our credit facilities, and additional capital expenditures to improve the infrastructure of the acquired facilities.

An important trend in our business is an increased focus on expansion in our top 10 markets, which are those markets we believe to be most important strategically to our business. We have expanded our presence in these markets by acquiring space from other telecommunications carriers or by building out existing leased space.

• In November 2005, we executed an agreement with a carrier to sublease 9,100 gross square feet of space, with an option to lease an additional 13,900 gross square feet in the same building as an existing facility in New York City. In May 2006, we

40

exercised the option to sublease 6,600 of the 13,900 gross square feet with a commencement date of June 1, 2006. In August 2006, we exercised the balance of the option to sublease the remaining 7,300 gross square feet with a commencement date of August 1, 2006. We have subleased a total of 23,500 gross square feet under this agreement, representing an increase of 36% in our gross square footage in New York City.

• In July 2006, we executed an asset purchase agreement to acquire a colocation facility located in Chicago for $0.3 million in cash and to accept assignment of the facility’s lease. The facility has 13,200 gross square feet and is adjacent to one of our existing facilities in Chicago, representing an increase of 96% in our gross square footage in Chicago.

• In June 2006, we completed the expansion of our Palo Alto facility which included adding 26,300 gross square feet, representing an increase of 67% in our gross square footage in the San Francisco Bay Area.

As a result of our capacity expansions, we typically incur lease, utility and personnel related expenses prior to being able to accept customers for, and generate revenue from, the additional capacity. However, as a result of the operating leverage inherent in our business model, we believe incremental revenue from these expansions will increase operating cash flow. We intend to continue to look for opportunities to expand our operations in our top 10 markets.

As part of our increased focus on the top 10 markets, we have also exited certain markets that we deem not to be profitable. In connection with our exit from these cities and in other cities where we have experienced losses, we have incurred asset impairment and discontinuation charges. We may continue to exit unprofitable markets in the future and could incur related charges.

Another important factor that has impacted our business is the loss in 2005 of the company that had previously been our largest customer. On December 31, 2005, most of our contracts with this customer expired. This expiration was anticipated as the customer had sold a portion of its business and was liquidating the remaining portion of its business. Our recurring revenue from this customer was $5.8 million for these contracts for the year ended December 31, 2005. The contracts with this customer that did not expire in 2005 were assigned to one of our other customers. We expect to recognize $1.9 million of recurring revenue from these contracts in 2006. These contracts expire on September 30, 2006 and will not be renewed.

Material Weaknesses in Internal Control

In connection with the preparation of our 2005 consolidated financial statements as of December 31, 2005, and during the course of preparing for our initial public offering our independent registered public accounting firm reported the following control deficiencies, which represent material weaknesses in our internal control over financial reporting: (i) we did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial reporting requirements; (ii) we did not maintain effective controls over the accounting for modifications of our debt; (iii) we did not maintain effective controls relating to the preparation and review of the calculation of depreciation expense and accumulated depreciation; (iv) we did not maintain effective controls over access to financial applications, programs and data; (v) we did not maintain effective controls over the fair value allocation of costs relating to a business combination; (vi) we did not maintain effective control over the valuation of our long-lived assets; (vii) we did not maintain effective controls over allocation of revenue attributable to different quarterly periods; (viii) we did not maintain effective controls related to the preparation and review of the stock-based employee compensation expense calculation; (ix) we did not maintain effective controls to ensure the

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appropriate classification of discontinued operations; and (x) we did not maintain effective controls to ensure the appropriate calculation and disclosures of income taxes.

We have implemented several actions to address the items noted by our independent registered public accounting firm as follows:

• hired additional accounting personnel with SEC reporting expertise and public company accounting expertise, including a general accounting manager with SEC reporting experience and a staff accountant with public company experience;

• updated our accounting policies to enhance our processes for quarter and year end reporting to improve our cutoff procedures; and

• engaged outside personnel with significant accounting and SEC reporting experience to assist with our technical accounting research, internal financial reporting and SEC reporting until we complete the hiring of our accounting staff.

We are also taking or intend to take the following actions:

• hiring a Director of Financial Reporting to work directly for the Chief Financial Officer and be responsible for technical accounting issues, SEC reporting, and improving internal controls;

• documenting and implementing additional processes and controls within our IT department to segregate duties, improve computer controls and improve testing;

• completing the implementation of our asset inventory system which will enable us to obtain real time information on all services provided to customers and provide us the ability to improve our revenue cutoff procedures and improve revenue assurance; and

• retaining Audit Committee members with significant public accounting experience.

We cannot guarantee that we will be able to complete these actions successfully. Even if we are able to complete these actions successfully, there is no assurance that these measures will address our material weaknesses effectively. In addition, it is possible that we will discover additional material weaknesses in our internal control over financial reporting.

Key Components of Our Results of Operations

Revenues

Our revenues consist of recurring and nonrecurring revenues. We generate recurring revenue from our network neutral interconnection and colocation services. We generate nonrecurring revenue from our TechSmart technical support services and installation services. Installation services are directly related to providing the recurring services. To review our revenue recognition policies for our recurring and nonrecurring revenues, refer to “Critical Accounting Policies and Estimates” below.

We use several primary metrics to analyze our revenues and measure our performance. These metrics include: number of customers; percentage of sales from existing versus new customers; number of cross connects between our customers; and the utilization rate. Our ability to license our gross square footage within each facility is limited by the space required by our existing power and cooling infrastructure and by the customer requirements for power and cooling. Power and cooling requirements continue to grow on a per unit basis. We carefully monitor the power and cooling usage in each of our facilities and plan to continue to invest in our power and cooling infrastructure in order to maximize the amount of utilizable space of our facilities.

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Metric	As of June 30, 2006
•    Number of Customers	821
•    Number of Cross Connects	16,991
•    Percentage of Incremental Sales to Existing Customers	78	%
•    Utilization Rate: All Facilities**	66	%
•    Utilization Rate: Top Ten Markets**	66	%

** The Utilization Rate is calculated as a percentage, the numerator of which is equal to the total space licensed to our customers and the denominator of which is equal to the total licensable space taking into account existing power and cooling constraints.

We generate recurring revenues from the following services:

Interconnection Services. Our interconnection services include our cross connect and Internet exchange services. Our cross connect services enable our customers to connect directly to a telecommunications carrier, ISP or other customers in our facilities. These services are typically provided for a recurring monthly fee per connection. Our Internet exchange services enable our customers to connect directly to our Internet exchange, which provides for public or private peering with other customers. Our customers license ports to connect to our Internet exchange for a recurring monthly fee per port, based on port capacity. Customers typically sign one year agreements for our Internet exchange services and month-to-month agreements for our cross connect services. We also generate recurring revenues from reselling Internet access, which we do to accommodate certain customers. We contract with certain ISPs and then resell their Internet access service to customers typically in one Mbps to 100 Mbps increments. Customers typically sign a one-year contract for this service and pay us a recurring monthly fee per Mbps.

Colocation.

Space. We provide colocation space for a recurring monthly fee for a cabinet or rack, or on a per square foot basis for cage space. Our customers that license cage space typically use between 50 and 500 square feet. Customers sign a service order, governed by the terms and conditions of a master services agreement, typically for one to three years.

Power. We provide conditioned power either on a term basis for one to three years or on a month-to-month basis, for a recurring monthly fee under both arrangements. We provide both AC (Alternating Current) and DC (Direct Current) power circuits. Our customers pay for power on a per amp basis, typically in 20 to 30 amp increments.

We generate nonrecurring revenue from the following services:

TechSmart Technical Support Services. We provide technical support services to assist customers with installation, circuit testing, power cycling, equipment rebooting and other related services. Our customers pay for these services on an hourly basis or under contractual arrangements for a certain number of hours of technical support per month. We recognize revenue once the services have been provided.

Installation Services. We receive one-time installation fees related to our interconnection and colocation services. The complexity of the installation determines the amount of fees that we receive. We typically receive a one-time fee per circuit or port for the installation of our interconnection services. We normally receive a one-time fee per cabinet or rack or per linear foot of cage space for the installation of our colocation services. We typically receive a one-time fee per amp for the installation of power, depending on the size of circuit and amount of voltage provided.

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The following table presents our revenues and percentage of revenues for the periods presented:

	Year Ended December 31,												Six Months Ended June 30,
	2003				2004				2005				2005				2006
	(In thousands)
Revenues
Recurring	$	66,565	95	%	$	86,863	95	%	$	100,767	96	%	$	49,487	95	%	$	51,968	96	%
Nonrecurring		3,275	5	%		4,586	5	%		4,647	4	%		2,382	5	%		2,188	4	%
Total	$	69,840	100	%	$	91,449	100	%	$	105,414	100	%	$	51,869	100	%	$	54,156	100	%

Cost of Revenues, exclusive of Depreciation and Amortization

Cost of Revenues. Cost of revenues is comprised primarily of lease, utilities, maintenance and repair, personnel related expenses, telecommunications services, security and property taxes. The components of our cost of revenues are mostly fixed in nature and do not vary significantly from period to period. However, certain components of our cost of revenues are variable in nature and are directly related to the growth of our revenues. We expect our utilities expenses to increase in the future on a per unit basis due to an increase in rates from our utility providers and increased usage of power by our customers. Further, we experience seasonality in our utilities expenses based on temperatures and seasonal rate adjustments, which causes the amount of these expenses to fluctuate during each year. As a result of our expansions, we typically incur lease, utilities and personnel related expenses prior to being able to accept customers for, and generate revenue from, the additional capacity. As we continue to expand our facilities in our top 10 markets, we expect cost of revenues to increase.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of personnel related expenses for our sales and marketing employees, including wages, benefits, bonuses and commissions, and the cost of marketing programs such as sales support, trade shows, promotional events and print advertising. We expect our sales and marketing expenses to increase in absolute dollars as we increase the headcount of our sales staff and increase our marketing and promotional efforts.

General and Administrative. General and administrative expenses include personnel related expenses as well as travel, corporate communications, rent and insurance expenses, and outside legal, accounting and consulting expenses. Personnel related expenses include wages, benefits and bonuses for our executive management as well as for our accounting, legal, facilities design and construction, information technology and human resources employees. We expect our general and administrative expenses to increase in absolute dollars as we incur additional costs associated with being a public company, including higher personnel, legal, insurance and financial reporting expenses as well as costs to comply with the Sarbanes-Oxley Act.

Depreciation and Amortization. Depreciation expense includes depreciation of our leasehold improvements, generators, UPS power plants, DC power plants, HVAC equipment, furniture and fixtures. Amortization expense is composed of the amortization of our customer based intangible assets related to the acquisitions of PAIX, RACO, MeridianTelesis and LayerOne.

Asset Impairment. Asset impairment expenses represent the write-off of capitalized facility related assets which we have determined to be impaired.

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Results of Operations

The following is a more detailed discussion of our financial condition and results of operations for the periods presented. The year-to-year comparison of financial results is not necessarily indicative of future results.

The following table presents our historical costs and operating expenses as a percentage of revenues for the periods indicated.

	Year ended December 31,						Six months ended     June 30,
	2003		2004		2005		2005		2006
Revenues:	100	%	100	%	100	%	100	%	100	%
Costs and operating expenses:
Cost of revenues, exclusive of depreciation and amortization	46		48		52		50		54
Sales and marketing	10		12		9		9		11
General and administrative	10		11		9		8		10
Depreciation and amortization	27		30		29		33		21
Lease litigation settlements	—		7		—		—		—
Asset impairment	—		1		2		4		4
Total costs and operating expenses	93		109		101		104		100
Operating income (loss)	7		(9	)	(1	)	(4	)	—

Six Months Ended June 30, 2006 Compared to the Six Months Ended June 30, 2005

Revenues

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
Revenues	$	51,869	$	54,156	$	2,287	4	%

Revenues. Revenues increased by $2.3 million, or 4%, to $54.2 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. Recurring revenue increased by $5.6 million from the sale of our services to new and existing customers. This increase was offset by a decrease of $3.1 million due to the expiration of contracts with the company that was formerly our largest customer on December 31, 2005, as discussed above. Excluding the decrease in revenues from this customer, revenues increased by $5.4 million, or 10%. Nonrecurring revenue decreased by $0.2 million. This decrease is a result of lower installation revenue being recognized in the current period due to customers executing longer term contracts. Installation fees are required to be recognized on a straight line basis over the length of the contract.

Cost of Revenues, exclusive of Depreciation and Amortization

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
Cost of Revenues, exclusive of Depreciation and Amortization	$	25,919	$	29,399	$	3,480	13	%

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Cost of Revenues. Cost of revenues increased by $3.5 million, or 13%, to $29.4 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. Cost of revenues increased as a percentage of revenues from 50% for the six months ended June 30, 2005 to 54% for the six months ended June 30, 2006. The increase was primarily due to the expansion of our facilities in several markets including the San Francisco Bay Area and New York City, which increased rent expense by $1.5 million, personnel related expenses by $0.2 million, and utilities expenses by $0.2 million. As a result of our expansions, we typically incur lease, utilities, and personnel related expenses prior to being able to accept customers for, and generate revenue from, the additional capacity. In other markets, utilities expense increased by $0.5 million due to an increase in per unit power pricing and an increase in usage by our customers, and personnel related expense increased by $0.4 million as a result of an increase in headcount.

Sales and Marketing

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
Sales and Marketing	$	5,048	$	6,120	$	1,072	21	%

Sales and Marketing. Sales and marketing expenses increased by $1.1 million, or 21%, to $6.1 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. The increase was due to personnel related expenses primarily related to an increase in commissions and an increase in wage expense related to an increase in headcount.

General and Administrative

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
General and Administrative	$	4,046	$	5,072	$	1,026	25	%

General and Administrative. General and administrative expenses increased by $1.0 million, or 25%, to $5.1 million for the six months ended June 30, 2006 compared to $4.0 million for the six months ended June 30, 2005. The increase was primarily due to an increase in headcount. We added personnel in our billing, accounting, and facilities design and construction departments to support the growth in our revenues.

Depreciation and Amortization

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change			% Change
Depreciation and Amortization	$	16,986	$	11,518	$	(5,468	)	(32	)%

Depreciation and Amortization. Depreciation and amortization expenses decreased by $5.5 million, or 32%, to $11.5 million for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease was due primarily to certain assets becoming fully depreciated during 2005. In addition, for one of our facilities in New York City, we were required to depreciate the value of certain improvements over the then remaining lease term which was shorter than the expected economic life of the improvements as a new lease was not

46

reasonably assured at the time of the improvements. As a result, depreciation expense decreased by $2.9 million for the six months ended June 30, 2006.

Asset Impairment

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
Asset Impairment	$	2,140	$	2,193	$	53	2	%

Asset Impairment. Asset impairment expense increased by $0.1 million for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. We evaluate the carrying value of our long-lived assets, consisting primarily of the assets in our colocation facilities whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Such events or circumstances include, but are not limited to, a prolonged industry downturn, a significant loss of customers within a facility, or significant reductions in projected future cash flows. As a result of our asset impairment analysis, we determined that assets in facilities located in Indianapolis, Chicago, and Dallas had become impaired in 2006. The lease for the impaired facility in Chicago expires in February 2007 and we do not intend to renew the lease. We determined that assets of our Kansas City facility had become impaired in the first quarter of 2005.

Interest Expense

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change		% Change
Interest Expense	$	4,118	$	5,835	$	1,717	42	%

Interest Expense. Interest expense increased by $1.7 million, or 42%, to $5.8 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. The increase was due to an increase in our average debt balance, which increased from $88.2 million for the six months ended June 30, 2005 to $144.9 million for the six months ended June 30, 2006, as a result of the October 13, 2005 refinancing of our senior secured credit facility and due to an increase in our average interest rate from 7.9% in the six months ended June 30, 2005 to 10.0% in the six months ended June 30, 2006. Total debt outstanding as of June 30, 2005 was $80.0 million compared to $144.8 million as of June 30, 2006. The additional borrowings were used to redeem our predecessor’s Series D Preferred Stock in the amount of $43.9 million, and make a preference payment on our predecessor’s Series C Preferred Stock in the amount of $16 million. The increase in interest expense for the senior credit facility was offset by an increase in the value of our derivative financial instruments. We converted approximately 50% of our outstanding debt to fixed interest rates through the use of derivative financial instruments. These instruments are marked to market value at the end of each quarter, with gains and losses treated as decreases or increases to interest expense. The change in value of the derivatives resulted in a decrease in interest expense by $1.4 million for the six months ended June 30, 2006.

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Loss from Discontinued Operations

($ in thousands)

	Six Months Ended June 30,
	2005		2006		$ Change			% Change
Loss from Discontinued Operations	$	205	$	0	$	(205	)	(100	)%

Loss from Discontinued Operations. Loss from discontinued operations decreased by approximately $0.2 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. During 2005, we assigned the lease, assets, customer contracts and equipment for one of our Chicago facilities to an unrelated third party. The results of operations of this facility through the date of disposition have been recorded as discontinued operations.

Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004

Revenues

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Revenues	$	91,449	$	105,414	$	13,965	15	%

Revenues. Revenues increased by $14.0 million, or 15%, to $105.4 million for the year ended December 31, 2005, compared to the year ended December 31, 2004. Recurring revenues increased by $13.9 million and nonrecurring revenues increased by $0.1 million. Recurring revenues increased by (i) $5.1 million from sales to new and existing customers, (ii) $7.5 million from the acquisition of LayerOne in January 2005, and (iii) $1.3 million from the acquisition of RACO in March 2004, which is included in revenues for the entire year for 2005 as compared to being included in revenue for nine months in 2004.

Cost of Revenues, exclusive of Depreciation and Amortization

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Cost of Revenues, exclusive of Depreciation and Amortization	$	43,652	$	54,800	$	11,148	26	%

Cost of Revenues. Cost of revenues increased by $11.1 million, or 26%, to $54.8 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. Cost of revenues increased as a percentage of revenues from 48% for the year ended December 31, 2004 to 52% for the year ended December 31, 2005. Cost of revenues increased primarily by (i) $5.2 million for additional rent, utilities and personnel related expenses related to expansions in the San Francisco Bay Area, New York City, Toronto and Buffalo markets, (ii) $0.9 million from an increase in bad debt expense as a result of our largest customer defaulting on its contract and not paying its invoices for October, November and December of 2005 (iii) $3.3 million for LayerOne which was acquired in January 2005, and (iv) $1.0 million for the inclusion of the RACO facilities for the entire year in 2005.

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Sales and Marketing

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change			% Change
Sales and Marketing	$	10,765	$	9,846	$	(919	)	(9	)%

Sales and Marketing. Sales and Marketing expenses decreased by $0.9 million, or 9%, to $9.8 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. The decrease was primarily due to a $1.0 million decrease in sales commissions as a result of a new compensation plan that was implemented as of January 1, 2005.

General and Administrative

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change			% Change
General and Administrative	$	9,768	$	9,568	$	(200	)	(2	)%

General and Administrative. General and administrative expenses decreased by $0.2 million, to $9.6 million in the year ended December 31, 2005 compared to the year ended December 31, 2004. Headcount increased over the period to support our customer growth. Since many of these employees were added at the end of the year in 2005, this resulted in only a $0.2 million increase in personnel related expenses. Travel expenses also increased $0.2 million. These increases were offset by a reduction of $0.5 million in professional fees. We incurred significant legal expenses in 2004 related to our lease litigation settlements.

Depreciation and Amortization

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Depreciation and Amortization	$	27,705	$	30,206	$	2,501	9	%

Depreciation and Amortization. Depreciation and amortization expenses increased by $2.5 million, or 9%, to $30.2 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. Depreciation expense increased by $0.5 million which included a $1.2 million increase as a result of the assets acquired in the LayerOne and RACO acquisitions which was offset by a reduction of $0.7 million for certain assets that became fully depreciated during 2005. Amortization expense increased by $2.0 million as a result of the capitalization of customer based intangible assets related to the LayerOne acquisition in January 2005 and the RACO acquisition in March 2004.

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Lease Litigation Settlements

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change			% Change
Lease Litigation Settlements	$	6,629	$	0	$	(6,629	)	(100	)%

Lease Litigation Settlements. Lease litigation settlements in 2004 include: (i) $4.0 million to settle a lawsuit related to a lease in Austin, (ii) $1.8 million to settle a lawsuit related to a lease in Chicago, (iii) $0.5 million to accrue for estimated costs to settle litigation related to a lease in West Palm Beach, and (iv) $0.3 million to settle a lawsuit related to a lease in Buffalo. All of the above settlements relate to leases for facilities executed prior to 2001 that were never occupied by us.

Asset Impairment

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Asset Impairment	$	1,015	$	2,140	$	1,125	111	%

Asset Impairment. Asset impairment expense increased by $1.1 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. As a result of our asset impairment analysis, we determined that the assets of our Kansas City facility became impaired in 2005 and the assets of our Phoenix and one of our Chicago facilities became impaired in 2004.

Interest Expense

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Interest Expense	$	5,374	$	9,356	$	3,982	74	%

Interest Expense. Interest expense increased by $4.0 million, or 74%, to $9.4 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. The increase was due to an increase in our average debt balance, which increased from $64.1 million for the year ended December 31, 2004 to $100.2 million for the year ended December 31, 2005 and due to an increase in our average interest rate from 7.0% for the year ended December 31, 2004 to 8.4% for the year ended December 31, 2005. Total debt outstanding as of December 31, 2004 was $69.3 million compared to $144.9 million as of December 31, 2005. The increase in debt is primarily related to (i) $43.9 million for the redemption of our predecessor’s Series D Redeemable Preferred Stock, (ii) $16 million for the payment of a dividend to the holders of our predecessor’s Series C Redeemable Preferred Stock, and (iii) $22 million for the acquisition of LayerOne. There is no material income or expense from our derivative financial instruments for the year ended December 31, 2005.

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Loss from Debt Extinguishment

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change		% Change
Loss from Debt Extinguishment	$	409	$	769	$	360	88	%

Loss from Debt Extinguishment. Loss from debt extinguishment was $0.4 million for the year ended December 31, 2004 due to the write-off of debt issuance costs related to our debt refinancing in March 2004. Loss from debt extinguishment was $0.8 million for the year ended December 31, 2005 due to the write-off of debt issuance costs related to our debt refinancing in October 2005.

Minority Interest in Net Income of Consolidated Partnership

($ in thousands)

	Year Ended December 31,
	2004		2005		$ Change			% Change
Minority Interest in Net Income of Consolidated Partnership	$	380	$	0	$	(380	)	(100	)%

Minority Interest in Net Income of Consolidated Partnership. Prior to March 2004, we included the results of the Site II partnership in our consolidated results of operations and recorded minority interest to reflect the ownership interest of the other partners in Site II. In March 2004, we acquired the limited partnership interests in the Site II partnership, eliminating the minority interest.

Income (Loss) from Discontinued Operations

($ in thousands)

	Year Ended December 31,
	2004		2005			$ Change			% Change
Income (Loss) from Discontinued Operations	$	891	$	(206	)	$	(1,097	)	N/A

Income (Loss) from Discontinued Operations. Income (loss) from discontinued operations decreased by $1.1 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. In the year ended December 31, 2005 we recognized a loss of approximately $0.2 million due to the disposal of one of our facilities in Chicago. In the year ended December 31, 2004, we recognized income of $0.9 million from the favorable resolution of certain contingencies associated with previously reported discontinued operations.

Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003

Revenues

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Revenues	$	69,840	$	91,449	$	21,609	31	%

Revenues. Revenues increased by $21.6 million, or 31%, to $91.4 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. Recurring revenues increased by $20.3 million as a result of acquisitions and customer growth. Recurring revenue increased for the following acquisitions: (i) $6.9 million from the acquisition of PAIX in March 2003, which is included in revenues for the entire year for 2004 as compared to being

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included for 10 months in 2003; (ii) $6.6 million from the acquisition of RACO in March 2004; and (iii) $2.1 million from the acquisition of MeridianTelesis in January 2004. In addition, recurring revenues increased by $4.7 million from sales to new and existing customers. Nonrecurring revenues increased by $1.3 million. This increase is the result of providing additional installation and TechSmart services to our customers.

Cost of Revenues, exclusive of Depreciation and Amortization

($ in thousands)

		Year Ended December 31,
	2003		2004		$ Change		% Change
Cost of Revenues, exclusive of Depreciation and Amortization	$	32,333	$	43,652	$	11,319	35	%

Cost of Revenues. Cost of revenues increased by $11.3 million, or 35%, to $43.7 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. Cost of revenues increased as a percentage of revenues from 46% for the year ended December 31, 2003 to 48% for the year ended December 31, 2004. Cost of revenues increased primarily for the following acquisitions: (i) $5.5 million for the acquisition of RACO in March 2004, (ii) $2.1 million for the acquisition of PAIX in March 2003, which is included in the full year of 2004 as compared to being included for 10 months in 2003, and (iii) $1.3 million for the acquisition of MeridianTelesis in January 2004. Additionally, cost of revenues increased by $0.8 million for expenses related to a facility acquired in Seattle.

Sales and Marketing

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Sales and Marketing	$	6,883	$	10,765	$	3,882	56	%

Sales and Marketing. Sales and marketing expenses increased by $3.9 million, or 56%, to $10.8 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. The increase was primarily due to an increase in personnel expenses of $1.8 million. In addition, commissions increased $1.4 million due to additional sales, marketing costs increased by $0.4 million and travel expenses increased by $0.3 million.

General and Administrative

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
General and Administrative	$	7,090	$	9,768	$	2,678	38	%

General and Administrative. General and administrative expenses increased by $2.7 million, or 38%, to $9.8 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. The increase was primarily due to an additional $1.3 million for professional fees as a result of debt refinancing costs that did not qualify for capitalization and legal expenses for lease litigation settlements, an additional $1.0 million of personnel related expense as a result of the increase in headcount and sign-on bonuses, and $0.2 million for travel expenses.

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Depreciation and Amortization

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Depreciation and Amortization	$	18,509	$	27,705	$	9,196	50	%

Depreciation and Amortization. Depreciation and amortization expenses increased by $9.2 million, or 50%, to $27.7 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. Depreciation expense increased by $2.0 million due to the following acquisitions: (i) $1.1 million related to the acquisition of PAIX which included a full year of results in 2004 compared to 10 months in 2003, (ii) $0.5 million related to the acquisition of MeridianTelesis, and (iii) $0.4 million related to the acquisition of RACO. In addition, depreciation expense increased by $1.9 million due to additional assets placed in service. Amortization expense increased by $5.3 million due to the following acquisitions: (i) $2.2 million related to the acquisition of the limited partnership interests in the Site II limited partnership, (ii) $2.1 million related to the acquisition of RACO in March 2004, (iii) $0.7 million related to the acquisition of MeridianTelesis in January 2004, and (iv) $0.2 million related to the acquisition of PAIX in March 2003 which included a full year of results in 2004 compared to 10 months in 2003.

Asset Impairment

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Asset Impairment	$	0	$	1,015	$	1,015	N/A

Asset Impairment. Asset impairment expense was $1.0 million for the year ended December 31, 2004. We did not record any impairment expense in the year ended December 31, 2003. As a result of our asset impairment analysis, we determined that the assets of our Phoenix and one of our Chicago facilities became impaired in 2004.

Interest Expense

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Interest Expense	$	3,573	$	5,374	$	1,801	50	%

Interest Expense. Interest expense increased by $1.8 million, or 50%, to $5.4 million for the year ended December 31, 2003 compared to the year ended December 31, 2003. The increase was due to an increase in our average debt balance, which increased from $38.9 million for the year ended December 31, 2003 to $64.1 million for the year ended December 31, 2004. The outstanding debt balance as of December 31, 2003 was $37.3 million compared to $69.3 million as of December 31, 2004. The average interest rate decreased from 7.2% in 2003 to 7.0% in 2004. Additional funds were borrowed during 2004 for the following acquisitions: (i) $13.5 million for RACO, (ii) $13.2 million for the Site II limited partnership, and (iii) $3.8 million for MeridianTelesis. There is no material income or expense from our derivative financial instruments for the years ended December 31, 2003 and 2004.

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Loss from Debt Extinguishment

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change		% Change
Loss from Debt Extinguishment	$	342	$	409	$	67	20	%

Loss from Debt Extinguishment. Loss from debt extinguishment was $0.3 million for the year ended December 31, 2003 due to the write-off of debt issuance costs related to our debt refinancing in March 2003. Loss from debt extinguishment was $0.4 million for the year ended December 31, 2004 due to the write-off of debt issuance costs related to our debt refinancing in March 2004.

Minority Interest in Net Income of Consolidated Partnership

($ in thousands)

	Year Ended December 31,
	2003		2004		$ Change			% Change
Minority Interest in Net Income of Consolidated Partnership	$	2,052	$	380	$	(1,672	)	(81	)%

Minority Interest in Net Income of Consolidated Partnership. Minority interest decreased by $1.7 million, or 81%, for the year ended December 31, 2004 compared to the year ended December 31, 2003. The decrease was due to our acquisition of the Site II limited partnership interests in March 2004. Prior to March 2004, we included the results of the Site II partnership in our consolidated results of operations and recorded minority interest which represented the ownership interest of other partners in Site II.

Income (Loss) from Discontinued Operations

($ in thousands)

	Year Ended December 31,
	2003			2004		$ Change		% Change
Income (Loss) from Discontinued Operations	$	(2,331	)	$	891	$	3,222	N/A

Income (Loss) from Discontinued Operations. Income (loss) from discontinued operations increased by $3.2 million for the year ended December 31, 2004 compared to the year ended December 31, 2003. In the year ended December 31, 2004 our results included a $0.7 million gain on the disposal of our facility in Columbus and $0.2 million from the disposal of a facility in Charlotte. We incurred a loss of $2.3 million in 2003 from the results of operations from several facilities that were discontinued.

Liquidity and Capital Resources

Overview

The following table sets forth a summary of our cash flows for the periods indicated:

($ in thousands)	Year ended December 31,									Six months ended June 30,
	2003			2004			2005			2005			2006
Net cash provided by operating activities	$	20,725		$	17,645		$	25,333		$	12,914		$	8,688
Net cash provided by (used in) investing activities	$	(44,600	)	$	(38,530	)	$	(41,516	)	$	(32,697	)	$	(11,554	)
Net cash provided by (used in) financing activities	$	28,699		$	23,929		$	12,875		$	10,630		$	(313	)

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Sources and Uses of Cash. Our principal sources of cash are our operating activities, our balance of cash and cash equivalents, and the $9.8 million available to us under our revolving credit facility. Our principal cash requirements consist of debt service, capital expenditures and working capital. Since 2003, we have generated cash flow from operations and we expect to continue to generate cash flow from operations for the remainder of 2006 and 2007. We believe our existing cash balance, available borrowings under our existing credit facilities and cash generated by operating activities will be sufficient to meet our capital expenditure, debt service and working capital requirements for at least the next twelve months. Our capital expenditures in 2005 were approximately $17 million. Our capital expenditures for the six months ended June 30, 2006 were $11.6 million. We expect our 2006 capital expenditures to be consistent with 2005, however we expect our 2007 capital expenditures to increase significantly as we continue our expansion efforts in our top 10 markets.

Net Cash Provided by Operating Activities.

Net cash provided by operating activities for the six months ended June 30, 2006 was $8.7 million. This was attributable to a net loss of $5.8 million, depreciation, amortization and other non-cash charges of $14.3 million and cash used by net operating assets and liabilities of $0.2 million. Net cash provided by operating activities for the six months ended June 30, 2005 was $12.9 million. This was attributable to a net loss of $6.3 million, depreciation, amortization and other non-cash charges of $21.1 million and cash provided by net operating assets and liabilities of $1.9 million.

Net cash provided by operating activities for the year ended December 31, 2005 was $25.3 million. This was attributable to net loss of $11.3 million, depreciation, amortization and other non-cash charges of $37.9 million and cash used by net operating assets and liabilities of $1.3 million. Net cash provided by operating activities for the year ended December 31, 2004 was $17.6 million. This was attributable to net loss of $13.5 million, depreciation, amortization and other non-cash charges of $32.6 million and cash provided by net operating assets and liabilities of $1.5 million.

Net cash provided by operating activities for the year ended December 31, 2003 was $20.7 million. This was attributable to net loss of $3.2 million, depreciation, amortization and other non-cash charges of $24.6 million and cash used by net operating assets and liabilities of $0.7 million.

Net Cash Provided by (Used in) Investing Activities.

Net cash used in investing activities for the six months ended June 30, 2006 was $11.6 million compared to $32.7 million for the six months ended June 30, 2005. Cash used in investing activities in 2006 was primarily for capital expenditures relating to the expansion of our Palo Alto facility and the installation of additional power and cooling equipment in several of our top 10 markets. Cash used in investing activities for the six months ended June 30, 2005 included $24.5 million for the acquisition of LayerOne and $8.2 million for capital expenditures to add power and cooling equipment in several markets.

Net cash used in investing activities for the year ended December 31, 2005 was $41.5 million compared to $38.5 million for the year ended December 31, 2004. Cash used in investing activities in 2005 was comprised of $24.5 million for the acquisition of LayerOne and $17.0 million for capital expenditures. Cash used in investing activities in 2004 was comprised of $26.8 million for the acquisitions of RACO, Meridian and the remaining interests in the Site II limited partnership and $11.8 million for capital expenditures.

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Net cash used in investing activities for the year ended December 31, 2004 was $38.5 million compared to $44.6 million for the year ended December 31, 2003. Cash used in investing activities in 2004 was comprised of $26.8 million for the acquisitions of RACO, Meridian and the remaining interests in the Site II limited partnership, and $11.8 million in capital expenditures. Cash used in investing activities in 2003 was primarily for the acquisition of the assets of PAIX in the amount of $40.7 million and $5.5 million for capital expenditures.

Net Cash Provided by (Used in) Financing Activities.

Net cash used by financing activities for the six months ended June 30, 2006 was $0.3 million compared to net cash provided by financing activities of $10.6 million for the six months ended June 30, 2005. The cash used in financing activities in 2006 was primarily the result of principal repayments under our credit facilities and bank amendment fees. The cash provided by financing activities for the six months ended June 30, 2005 was primarily the result of borrowings in the amount of $22 million under our credit facilities to fund the acquisition of LayerOne less cash used of $11.3 million for principal repayments under the credit facilities.

Net cash provided by financing activities for the year ended December 31, 2005 was $12.9 million compared to $23.9 million for the year ended December 31, 2004. The cash provided by financing activities in 2005 included cash borrowed under our credit facilities in the amount of $167 million. This was offset by cash used in financing activities of $91.4 million to repay debt, $43.9 million to redeem our predecessor’s Series D Preferred Stock, $16.0 million for a preference payment for our predecessor’s Series C Preferred Stock and $2.8 million for financing costs. The cash provided by financing activities in 2004 included cash borrowed under our credit facilities in the amount of $70.0 million. This was offset by cash used in financing activities of $41.8 million to repay debt and $3.5 million for financing costs.

Net cash provided by financing activities for the year ended December 31, 2004 was $23.9 million compared to $28.7 million for the year ended December 31, 2003. The cash provided by financing activities in 2003 included net cash proceeds from the issuance of our predecessor’s Series D Preferred Stock in the amount of $31.2 million and cash borrowed under our credit facilities in the amount of $5.0 million. This was offset by cash used in financing activities of $4.5 million to repay debt, $2.4 million for cash distributions to the minority investors of the Site II Limited Partnership and $0.5 million for financing costs.

Debt Obligations

In January 2001, we entered into a senior secured credit facility agreement under which we were permitted to borrow up to $50.0 million. The credit agreement was amended in 2001 and amended and restated in 2003, in both cases following our noncompliance with certain financial covenants in the credit agreement. In 2004, we amended and restated the credit facility, among other things, to provide for borrowings of up to $110.0 million.

On October 13, 2005, we again amended and restated the senior secured credit facility (the “First Lien Credit Facility”). Following the amendment and restatement, the First Lien Credit Facility provides for total borrowings of up to $110.0 million, comprised of a $25.0 million term loan A facility (the “Term Loan A Facility”), a $75.0 million term loan B facility (the “Term Loan B Facility”), and a $10.0 million revolving credit facility (including a $1.0 million letter of credit sub-limit) (the “Revolving Loan Facility”). On that date we also entered into a syndicated junior lien credit facility in the amount of $45.0 million (the “Second Lien Credit Facility,” and together with the First Lien Credit Facility, the “Credit Facilities”).

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The Credit Facilities are secured by the stock and assets of our subsidiaries. We pay interest on borrowings under the Credit Facilities at either a base rate or a Eurodollar rate plus the applicable margin, at our option. We also pay a fee on the average daily unused portion of the Revolving Loan Facility. Repayments of principal under the Term Loan A Facility and the Term Loan B Facility are due in scheduled quarterly installments of varying percentages, with all remaining amounts due and payable on October 13, 2010 and October 13, 2011, respectively. All outstanding amounts under the Revolving Loan Facility will be due and payable on October 13, 2010 and all outstanding amounts under the Second Lien Term Loan Facility will be due and payable on April 13, 2011. Mandatory prepayments under the Credit Facilities are required in the events of issuance of debt or equity, asset sales, receipt of casualty or condemnation proceeds, and excess cash flow.

We intend to use the net proceeds of this offering to repay indebtedness outstanding under our existing Credit Facilities. Simultaneous with this offering, we currently intend to enter into a new credit facility. We currently intend to use funds borrowed under our new credit facility to repay in full any remaining amounts owed under the existing Credit Facilities, for capital expenditures, for working capital and other general corporate purposes. In addition, we may use a portion of the borrowings under our new credit facility to acquire or invest in businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise. However, we have no specific agreements or commitments and are not currently engaged in any substantive negotiations with respect to any such transactions. If we are unable to enter into a new credit facility simultaneously with this offering, our existing Credit Facilities require that we use 75% of the proceeds from this offering to repay amounts owed under such Credit Facilities. The entry into a new credit facility is not a condition to this offering. Accordingly, if we are unable to enter into a new credit facility simultaneously with this offering, we will use 75% of the proceeds from this offering to repay amounts owed under such Credit Facilities and the remaining 25% will be used for capital expenditures, for working capital and other general corporate purposes.

We were in violation of the fixed charge coverage ratio in our existing Credit Facilities as of March 31, 2006. On April 27, 2006, the lenders agreed to waive such covenant violation and amended the fixed charge coverage ratio for the remainder of 2006. We are in compliance with the covenants in the Credit Facilities as of June 30, 2006. For more discussion, see “Secured Credit Facility”.

Contractual Obligations

The following table summarizes, as of June 30, 2006, our minimum payments for long term debt and other obligations for the next five years and thereafter:

($ in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long Term Debt	$	144,813	$	1,844	$	18,406	$	64,750	$	59,813
Operating lease obligations	$	304,386	$	19,402	$	37,833	$	36,835	$	210,316

Off Balance Sheet Arrangements

As of December 31, 2004 and December 31, 2005, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which were established for the purpose of facilitating off balance sheet arrangements.

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Quantitative and Qualitative Disclosures about Market Risk

Interest Rate. We are required by our Credit Agreement to manage the interest rate risk on our debt portfolio. In March 2005, we entered into an interest rate swap agreement on a notional amount of $15 million with a commencement date of July 2005 and a maturity date of July 2006. If the three-month LIBOR rate is lower than 3.97%, we will make cash payments at a rate of 3.97%. If the three-month LIBOR rate is higher than 3.97%, we will receive cash payments for the difference between actual three-month LIBOR and 3.97%. Also in March 2005, we entered into an interest rate swap agreement on a notional amount of $15 million with a commencement date of July 2006 and maturity date of July 2007. If the three-month LIBOR rate is lower than 4.48%, we will make cash payments at a rate of 4.48%. If the three-month LIBOR rate is higher than 4.48%, we will receive cash payments for the difference between actual three-month LIBOR and 4.48%. In November 2005, we entered into an interest rate swap agreement on a notional amount of $70 million with a commencement date of February 2006 and maturity date of February 2009. If the three-month LIBOR rate is lower than 4.758%, we will make cash payments at a rate of 4.758%. If the three-month LIBOR rate is higher than 4.758%, we will receive cash payments for the difference between actual three-month LIBOR and 4.758%. All three swaps required zero upfront payment. As of June 30, 2006, the three-month LIBOR rate is 5.51% which is higher than our contracted rate for all three swaps. We will receive cash payments at the end of each quarterly period for these swaps unless LIBOR decreases below the contracted LIBOR rates. We believe any increase in the commercial lending rate or the Federal Funds rate would not materially affect our financial position or results of operations. A 1% increase or decrease in interest rates will increase or decrease annual interest expense by approximately $0.7 million. We do not believe this would materially affect our financial position or the result of operations.

Foreign Currency. We have a facility located in Toronto, Canada. We primarily receive payment for services provided at this facility in Canadian currency and pay the direct expenses of our Toronto facility in Canadian currency, which mitigates our exposure to currency exchange rate risk. We have determined that the impact of a near-term 10% appreciation or depreciation of the U.S. dollar would have an insignificant effect on our financial position, results of operations and cash flows. We do not maintain any derivative instruments to mitigate the exposure to translation and transaction risk. Our foreign exchange transaction gains and losses are included in our results of operations, and were not material for all periods presented.

Fair Value. We do not have material exposure to market risk with respect to investments, as our investments consist primarily of short-term U.S. Treasury securities. We do not use derivative financial instruments for speculative or trading purposes; however, this does not preclude our adoption of specific hedging strategies in the future.

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. In preparing our consolidated financial statements, we make estimates and assumptions that can have a significant impact on our financial position and results of operations. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions and these differences could be material.

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Critical accounting policies are defined as those policies that require significant judgments and assumptions about matters that are highly uncertain at the time of the estimate and could potentially result in materially different results under different assumptions and conditions. See Note 3 of the Consolidated Financial Statements for additional information.

Revenue Recognition and Allowance for Doubtful Accounts. We generate recurring revenue from providing interconnection and colocation services. More than 90% of revenues are provided from these recurring revenues. Our remaining revenues are nonrecurring and consist of technical support and installation services. Customers typically execute a service order, governed by the terms and conditions of a master service agreement, for one to three years for colocation services. Interconnection services are typically provided either on a month-to-month basis or under a one year term. We bill such customers on monthly or quarterly basis and recognize the revenue on a straight line basis over the life of the contract. Technical support services or installation services are billed at the time the services are provided. Such revenues are either recognized at the time the services are provided if such service is not related to a long term contract or if such services are related to a long term contract then the revenues are recognized on a straight line basis over the life of the contract. Cash advances are recorded as unearned revenue in the consolidated balance sheets and are recognized in the period the services are provided.

Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the receivable is reasonably assured. We regularly assess collectibility of accounts receivables from customers based on a number of factors, including prior history with the customer and the credit status of the customer. If we determine that collection of revenue from a customer is not reasonably assured, we do not recognize revenue until collection becomes reasonably assured, which is generally upon receipt of cash. We also maintain an allowance for doubtful accounts for accounts receivables for which management believes such receivables are uncollectible. Management analyzes accounts receivables, bankruptcy filings, historical bad debts, customer credit-worthiness and changes in customer payment patterns when evaluating revenue recognition and the adequacy of our reserves. A specific bad debt reserve is accrued for specifically identifiable receivables that become uncollectible. A general reserve is established for all other accounts based on the age of the invoices. Delinquent account balances are written-off after a determination that the likelihood of collection is not probable.

Property and Equipment. Property and equipment are stated at cost. We commence depreciation when the assets are placed in service. Equipment and furniture are depreciated on a straight-line basis over their estimated useful life of five to seven years. Useful lives are estimated based on the specific equipment, its intended use, and our historical experience with the life expectancy of such equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the related lease (including renewal periods, which are reasonably assured) or the estimated life of the asset. Expenditures for improvements that significantly add to productive capacity or extend the useful life of an asset are capitalized. At the time property is retired, or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in earnings. Repairs and maintenance are expensed when incurred.

Should management determine that the actual useful lives of our property and equipment placed into service is less than originally anticipated, or if any of our property and equipment was deemed to have incurred an impairment, additional depreciation, or an impairment charge would be required, which would decrease net income in the period such determination was made. Conversely, should management determine that the actual useful lives of our property and equipment placed into service was greater than originally anticipated, less depreciation may be required, which would increase net income in the period such determination was made.

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Impairment of Long-Lived Assets. We account for the impairment of long-lived assets in accordance with FAS 144. We evaluate the carrying value of our long-lived assets, consisting primarily of the assets in our colocation facilities whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Such events or circumstances include, but are not limited to, a prolonged industry downturn, a significant loss of customers within a facility, or significant reductions in projected future cash flows. We prepare this analysis by assessing the future undiscounted net cash flows generated by each colocation facility over their respective useful lives and comparing this against the carrying value of that colocation facility. If the total of the undiscounted future cash flows is less than the carrying amount of the assets, we write down such assets based on the excess of the carrying amount over the fair value of the assets. Significant judgments and assumptions are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including future levels of sales, long-term forecasts of the amounts and timing of overall market growth, discount rates and terminal growth rates. In addition, significant estimates and assumptions are required in the determination of the fair value of our tangible long-lived assets, including replacement cost, economic obsolescence, and the value that could be realized in an orderly liquidation. Changes in these estimates could have a material effect on the assessment of our long-lived assets, thereby requiring us to write down the assets.

Goodwill and Other Intangible Assets. We account for goodwill and other indefinite-lived intangible assets under FAS 142. This statement requires an impairment only approach to accounting for goodwill. The FAS 142 goodwill impairment model is a two-step process. First, it requires a comparison of the book value of net assets to the fair value of the related operations that have goodwill. If the fair value is determined to be less than book value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations used in the first step, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment. FAS 142 requires goodwill to be tested for impairment annually at the same time every year and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist.

To estimate fair value, for purposes of completing the first step of the FAS 142 analysis, we use a market-based analysis or a discounted cash flow analysis. Significant judgments and estimates are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including future level of sales, long-term forecasts of the amounts and timing of overall market growth, discount rates and terminal growth rates. Changes in judgment could cause us to either pass or fail the first step test and could result in the impairment of goodwill.

Other intangible assets consist of customer based assets recorded through acquisitions and are amortized using the straight-line method over their estimated periods of benefit, ranging from two to twelve years. No residual value is estimated for these assets. FAS 142 requires these assets to be reevaluated whenever circumstances indicate that revised estimates of useful lives or impairment may be warranted.

Other intangible assets also include the costs related to the issuance of debt and such costs are amortized to interest expense using the effective interest method over the life of the related debt.

Contingent Liabilities. Management estimates the amount of contingent liabilities, based on the best information available at the time of determination. For litigation claims, when

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management with consultation from legal counsel can reasonably estimate the range of loss and when an unfavorable outcome is probable, a contingent liability is recorded. As additional information becomes available, we will assess the potential liability related to our pending litigation and revise our estimates. Revisions in our estimates of the potential liability could materially impact our results of operation and financial position.

Accounting for Income Taxes. We account for income taxes under the provisions of Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between 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 years in which those temporary differences are 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 that includes the enactment date. Valuation allowances are established to reduce tax assets to the amounts more likely than not to be realized.

We currently have provided for a full valuation allowance against our net deferred tax assets. We have considered future taxable income in assessing the need for the valuation allowance. Based on the available objective evidence, management does not believe that the net deferred tax assets will be fully realizable in the foreseeable future. Should we determine that we would be able to realize our deferred tax assets in the foreseeable future, an adjustment to the deferred tax assets would increase income in the period such determination was made.

In preparing the consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The determination of income taxes also involves estimating the impact of additional taxes resulting from tax examinations and uncertainties in the application of complex tax laws and regulations. Accruals for tax contingencies require management to estimate the actual outcome of any such audits and the impact of uncertainties. Actual results could vary from these estimates.

Stock-Based Compensation. On January 1, 2006, we adopted the provisions for stock-based compensation in accordance with, Statement of Financial Accounting Standard No. 123 (Revised), Share-Based Payment (“FAS 123R”). We are required to use the prospective method, under which prior periods are not revised for comparative purposes. Under the fair value recognition provisions of this statement, stock-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 the award using an option-pricing model and is recognized as expense over the requisite service period, which is generally the vesting period.

Prior to the adoption of FAS 123R, we accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with the Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees (“APB 25”), as allowed under Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, and we continue to apply APB 25 for options granted prior to January 1, 2006. Stock-based awards to non-employees are accounted for under the provisions of Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.

We currently use the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards is based on number

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of complex and subjective assumptions. These assumptions include the fair value of the underlying stock; the expected term of options; the risk-free interest rate and expected dividends. If factors change and we employ different assumptions for estimating stock-based compensation expense in future periods or if we decide to use a different valuation model in the future, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating results, net income or loss and net income or loss per share.

In connection with the reorganization discussed in “Certain Relationships and Related Party Transactions-Corporate Reorganization,” we plan to modify our outstanding Series D-2 Preferred Stock Options which modification would be accounted for using the provisions of FAS 123R.

Recent Accounting Pronouncements

In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections—A Replacement of APB Opinion 20 and FASB Statement No. 3 (“FAS 154”). The new standard changes the requirements for the accounting for and reporting of a change in accounting principle. Among other changes, FAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. FAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously reported financial statements should be termed a “restatement.” FAS 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005. We adopted FAS 154 with no material impact on our financial statements.

In June 2005, the FASB’s Emerging Issues Task Force reached a consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination (“EITF 05-06”). This guidance requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are reasonably assured at the date of the business combination or asset purchase. The guidance is applicable only to leasehold improvements that are purchased or acquired in reporting periods beginning after June 29, 2005. We adopted EITF 05-6 with no material effect on our financial statements.

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SECURED CREDIT FACILITY

In January 2001, we entered into a senior secured credit facility under which we were permitted to borrow up to $50.0 million. The credit agreement was amended in 2001 and amended and restated in 2003, in both cases following our noncompliance with certain financial covenants in the credit agreement. The 2003 amendment also reduced the total amount we could borrow to $41.0 million with an additional $5.0 million available under a revolving credit facility. In 2004, we amended and restated the credit facility, among other things, to provide for borrowings of up to $110.0 million.

On October 13, 2005, we again amended and restated the senior secured credit facility (the “First Lien Credit Facility”). Following the amendment and restatement, the First Lien Credit Facility provides for total borrowings of up to $110.0 million, which is comprised of a $25.0 million term loan A facility (the “Term Loan A Facility”), a $75.0 million term loan B facility (the “Term Loan B Facility”), and a $10.0 million revolving credit facility (including a $1.0 million letter of credit sublimit)(the “Revolving Loan Facility”). On that date we also entered into a syndicated junior lien term loan facility in the amount of $45.0 million (the “Second Lien Credit Facility,” and together with the First Lien Credit Facility, the “Credit Facilities”).

The Credit Facilities are secured by the stock and assets of our subsidiaries. We pay interest on borrowings under the Credit Facilities at either a base rate or a Eurodollar rate, at our option. Any base rate interest we pay is equal to the greater of the administrative agent’s prime rate or 0.50% above the federal funds rate, plus a spread of 2.50% to 3.00% for loans made under the Term Loan A Facility and Revolving Loan Facility, a spread of 3.00% to 3.25% for loans made under the Term Loan B Facility, and 6.25% for loans made under the Second Lien Credit Facility. Any Eurodollar rate interest we pay is based on the one, two, three, or six month Eurodollar rate plus a spread of 3.50% to 4.00% for the loans made under the Revolving Loan Facility and the Term Loan A Facility, a spread of 4.00% to 4.25% for loans made under the Term Loan B Facility, and 7.25% for loans made under the Second Lien Credit Facility. The interest spread, if applicable, is determined by our consolidated leverage ratio. We also pay a fee equal to 0.50% per annum on the average daily unused portion of the Revolving Loan Facility.

All borrowings under the Term Loan A Facility, the Term Loan B Facility, and the Second Lien Credit Facility occurred at closing, and borrowings will be available under the Revolving Loan Facility until October 13, 2010. Repayments of principal under the Term Loan A Facility and the Term Loan B Facility are due in scheduled quarterly installments of varying percentages, with all remaining amounts due and payable on October 13, 2010 in the case of the Term Loan A Facility and October 13, 2011 in the case of the Term Loan B Facility. All outstanding amounts under the Revolving Loan Facility will be due and payable on October 13, 2010 and all outstanding amounts under the Second Lien Credit Facility will be due and payable on April 13, 2011. Mandatory prepayments under the Credit Facilities are required in the events of issuance of debt or equity, asset sales, receipt of casualty or condemnation proceeds, and excess cash flow. Any such mandatory prepayments are applied to the Term Loan A Facility, then to the Term Loan B Facility, to the Revolving Loan Facility, and finally to the Second Lien Credit Facility.

Both of the Credit Facilities require compliance with a consolidated leverage ratio. The First Lien Credit Facility requires compliance with several additional financial covenants, including first lien consolidated leverage ratio, a consolidated interest coverage ratio, and a consolidated fixed charge coverage ratio. The Credit Facilities also require compliance with certain operating covenants, which limit, among other things, our incurrence of additional indebtedness, and our ability to make dividend payments. We were in violation of the fixed charge coverage ratio as of March 31, 2006. On April 27, 2006, the lenders agreed to waive such covenant violation and amended the fixed charge coverage ratio for the remainder of 2006. We are in compliance with the covenants of the Credit Facilities as of June 30, 2006.

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As of June 30, 2006, no principal amount of debt was outstanding under our Revolving Loan Facility (with $0.2 million in stated amount of letters of credit issued thereunder), $24.9 million in principal amount was outstanding under the Term Loan A Facility, $75.0 million in principal amount was outstanding under the Term Loan B Facility, and $45.0 million in principal amount was outstanding under the Second Lien Credit Facility.

We intend to use the net proceeds of this offering to repay indebtedness outstanding under our existing Credit Facilities. We also intend to enter into a new credit facility. We currently intend to use funds borrowed under our new credit facility to repay in full any remaining amounts owed under the existing Credit Facilities, for capital expenditures, for working capital and other general corporate purposes. In addition, we may use a portion of the borrowings under our new credit facility to acquire or invest in businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise. However, we have no specific agreements or commitments and are not currently engaged in any substantive negotiations with respect to any such transactions. Our existing Credit Facilities require that we use 75% of the proceeds from this offering to repay amounts owed under our existing Credit Facilities. Entering into a new credit facility is not a condition of this offering. Accordingly, if we are unable to enter into a new credit facility, we will use 75% of the proceeds from this offering to repay amounts owed under the Credit Facilities and the remaining 25% will be used for capital expenditures, for working capital and other general corporate purposes.

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BUSINESS

Company Overview

We are a leading provider of network neutral interconnection and colocation services primarily to Internet dependent businesses including telecommunications carriers, ISPs, online content providers and enterprises. We provide our services through 34 reliable and secure facilities in 23 markets, the broadest network neutral footprint in North America, including our facility in Palo Alto, one of the first commercial Internet exchanges in the world. We have among the highest network densities within our industry, as measured by interconnections per cabinet. Our high network densities, enabled by approximately 17,000 interconnections between our customers, have created a network effect. Combined with our broad geographic footprint, this network effect contributes to the growth of our customer base and revenue. As a result of the operating leverage inherent in our business model, we believe incremental revenue will increase operating cash flow.

Our network neutral business model is a primary differentiating factor in the market. We do not own or operate our own network, and as a result, our customers are able to connect directly to their choice of telecommunications service providers in an open and competitive marketplace. These service providers include tier 1 NSPs, ISPs, tier 2 providers and international telecommunications carriers. We believe that the ability to connect directly with telecommunications service providers and each other enables our customers to reduce network transit costs, to improve the performance of their services and to reduce their time to market.

We offer interconnection services, which include cross connect and Internet exchange services, and colocation services, which include space and power for our customers’ networking and computing equipment. Our diverse customer base includes some of the world’s largest NSPs, MSOs, ISPs, online content providers and enterprise customers. Our North America based telecommunications carrier and ISP customers include AboveNet Communications, AOL and Qwest and our international carrier customers include BT, ChungHwa Telecom, Singapore Telecommunications, Telecom Italia and VSNL. Our online content provider customers include DirecTV, Electronic Arts, Google, LimeLight Networks, Yahoo! and YouTube. Our enterprise customers consist of Internet dependent businesses, including Amazon.com and Factset, and other enterprises such as GlaxoSmithKline, Hewlett Packard, Microsoft and VeriSign.

We believe our broad geographic footprint represents a competitive advantage. This footprint includes facilities in 14 of the 15 largest Metropolitan Service Areas (“MSAs”) in the U.S., more than any of our network neutral competitors. Our presence in these markets enables us to serve customers in locations where Internet traffic is most concentrated and to serve customers who require a broader geographic footprint. As of June 30, 2006, of our top 100 customers, 74 utilize our services in multiple markets.

Since our founding in 1998, we have increased our revenue through a combination of organic growth and acquisitions. We believe our customer base provides a platform for organic growth. Sales to existing customers in 2005 comprised approximately 80% of new sales. Since March 2003, we have completed five acquisitions and integrated 12 facilities into our operations. These acquisitions have increased our network densities, expanded our customer base and broadened our geographic footprint.

Several favorable trends in our industry are driving demand for our network neutral interconnection and colocation services. These trends include growth in Internet traffic, an increasing need for reliable and secure infrastructure and a growing awareness of business continuity and disaster recovery planning. We believe that our competitive strengths position us well to capitalize on the growing demand for our services.

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Industry Overview

Monthly Internet traffic in the U.S. is projected to grow at a 34.4% CAGR from 2005 to 2008 according to the Telecommunications Industry Association. Growth in Internet traffic is being driven by increasing broadband penetration, the proliferation of bandwidth intensive services and the maturity of online business models, among other factors. Broadband penetration increases as the price of broadband Internet access decreases and consumers experience the benefits of broadband access (e.g., faster speeds and “always-on” connectivity). Gartner projects that broadband penetration will increase from 34.3% of U.S. households in 2005 to 53.5% in 2009. Increasing broadband penetration is enabling the proliferation of bandwidth intensive services, including VoIP, online gaming, streaming video and audio and IPTV.

The various networks that constitute the Internet initially connected with each other at public network access points, or NAPs. The NAPs were established by non-profit organizations and government entities, but eventually became owned and managed by telecommunications carriers. As Internet traffic increased, the NAPs were unable to scale due to underinvestment by the telecommunications carriers that owned them. Therefore, certain NSPs left the NAPs and began to connect directly by establishing fiber optic links between their facilities. However, these links were expensive to build, maintain and upgrade, and eventually led to the creation of commercial, network neutral Internet exchanges, and network neutral interconnection and colocation facilities.

Interconnection Services

Interconnection services enable businesses to exchange network traffic through direct connections with each other or through peering connections with multiple businesses. Direct connections are provided through a variety of media including fiber optic, Ethernet or coaxial cabling. Peering connections are provided over a shared switch fabric at an Internet exchange facility.

Growth in Internet traffic is leading to increasing demand for interconnection services, as NSPs, ISPs and other Internet dependent businesses require additional connectivity to efficiently exchange increasing amounts of network traffic. Online content providers and providers of other bandwidth intensive services, in particular, require high densities of interconnections and scalability of a service provider’s interconnection infrastructure in order to optimize their services. For these businesses, direct interconnection with each other as well as with multiple NSPs within a facility reduces transit costs, increases the performance of their services and reduces their time to market.

Colocation Services

Growth in Internet traffic is also leading to increasing demand for colocation services. A colocation facility is typically located in close proximity to telecommunications service providers and houses networking and computing equipment such as switches, routers, fiber optic transmission gear and servers for businesses that need to connect with each other and the Internet. The highly controlled environment required for this equipment is characterized by redundant power infrastructure, reinforced floors, sophisticated security and monitoring, and reliable HVAC systems. Due to the high cost of building and maintaining colocation facilities, businesses often outsource these services to colocation service providers.

There are two primary types of colocation services: network neutral and network specific.

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Network Neutral Colocation. Network neutral colocation services allow customers to locate their equipment in a facility which offers interconnection to multiple telecommunications service providers. Neutrality enables customers to select the most cost effective and reliable NSPs and ISPs at each colocation facility.

Network Specific Colocation. Network specific colocation services are typically offered by service providers who own or manage networks. These service providers typically encourage or require customers to utilize these networks.

Industry Trends

Several industry trends are leading to increasing demand for high quality network neutral interconnection and colocation services.

Growth in Internet Traffic. Growth in Internet traffic is being driven by increasing broadband penetration, the proliferation of bandwidth intensive services and the maturity of online business models, among other factors. IDC projects that from 2005 to 2009, the number of U.S. residential VoIP and IPTV subscribers will grow at 64.3% and 131.3% CAGR, respectively. IDC projects that revenue from online gaming services will increase from $1.2 billion in 2005 to $3.9 billion in 2009, representing a 34.2% CAGR. We believe the growth in demand for these bandwidth intensive services represents a significant opportunity for providers of network neutral interconnection and colocation services.

Stabilizing Supply of Network Neutral Interconnection and Colocation Capacity. From 2001 to 2004, the network neutral interconnection and colocation industry underwent a period of consolidation and rationalization. This significantly reduced the amount of capacity in many markets, including larger markets such as the San Francisco Bay Area, New York and the Northern Virginia Area. The reduced capacity, along with increasing demand for network neutral interconnection and colocation services, has led to a stabilization in the pricing environment.

Increasing Power and Cooling Requirements. Networking and computing equipment manufacturers are continuously reducing the size of the equipment they manufacture while increasing the speed at which this equipment can receive, process and transmit data. However, reduced size has generally not translated into reduced energy consumption or heat generation, although it has allowed customers to place more equipment in a given area. As a result, customers of colocation services are requiring more power and cooling infrastructure for their networking and computing equipment. We believe that only those interconnection and colocation service providers that have the capital, expertise and experience to scale their infrastructure will be able to meet customers’ increasing power and cooling requirements.

Adoption of Advanced Networking Technology. As broadband penetration increases and telecommunications carriers upgrade to next generation digital networks, new Internet-based services are being developed for both consumers and businesses. These services typically require more bandwidth and feature networking technologies, such as 10 Gigabit switching, that enable more efficient interconnections through higher packet transfer rates. We believe that network neutral interconnection services providers who are able to deploy advanced networking technology within their facilities will benefit from this trend.

Growing awareness of business continuity and disaster recovery planning. We believe a growing awareness of business continuity and disaster recovery planning is leading businesses to store an increasing amount of data in secure, off-site facilities that enable them to access this data in real-time. Interconnection and colocation service providers address this need through the use of highly secure and redundant facilities.

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Our Competitive Strengths

We believe that our key competitive strengths position us well to capitalize on the growing demand for our services. These competitive strengths include the following:

• Network Neutral Business Model. We do not own or operate our own network, and therefore we do not compete with telecommunications service providers including NSPs and ISPs. As such, our customers are able to connect directly to their choice of multiple NSPs and ISPs in an open and competitive marketplace. We believe this enables our customers to reduce network transit costs, improve the performance of their services and reduce their time to market.

• High Network Densities. We have approximately 17,000 interconnections between our customers. These interconnections represent among the highest network densities in our industry, as measured by interconnections per cabinet. We believe our high network densities create a network effect, which provides an incentive for existing customers to remain within our facilities and for new customers to join them.

• Broadest Network Neutral Geographic Footprint. Our geographic footprint includes 34 facilities in 23 markets in North America. This footprint includes facilities in 14 of the 15 largest MSAs in the U.S., more than any of our network neutral competitors. Our presence in these markets enables us to serve customers in locations where Internet traffic is most concentrated and to serve customers who require a broader geographic footprint.

• Robust Facilities and Operational Excellence. We believe our ability to meet high service levels is attributable primarily to the quality of our facilities and the capabilities of our operations personnel. Our facilities and operations personnel address our customers’ infrastructure needs, including security, cooling and redundant power. As a result, we are able to provide a 99.999% uptime guarantee as part of our service level agreements with our customers.

• Engineering and Networking Expertise. We have gained significant engineering and networking expertise throughout our history, including through our ownership and operation of PAIX, one of the first Internet exchanges. This expertise enables us to design and architect facilities which proactively address the evolving needs of our customers. We are also able to incrementally scale our infrastructure, including by connecting our facilities within a metro market.

Our Strategy

Our objective is to be the leading provider of network neutral interconnection and colocation services in North America. The key elements of our strategy are to:

• Focus on our Top 10 Markets. We derive the majority of our revenue from our top 10 markets, which are New York City, the Northern Virginia Area, the San Francisco Bay Area, Seattle, Dallas, Philadelphia, Toronto, Atlanta, Chicago and Los Angeles. Our top 10 markets are those markets which we believe to be most important strategically to our business. These markets are experiencing the most rapid Internet traffic and customer growth. Since January 2005, we have increased our gross square footage in these markets by 29%, and have augmented the power and cooling infrastructure in many of our facilities. We intend to continue to expand capacity in our top 10 markets to meet the increasing needs of our existing customers and to serve new customers.

• Leverage Network Densities. By increasing network densities within our facilities, we are able to further enhance our value proposition to our customers. We target customers

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in bandwidth intensive segments such as online gaming, VoIP and IPTV and others that capitalize on digital convergence. These customers require facilities with high network densities to optimize their business models and enhance the experiences of their end users. To facilitate higher network densities, we intend to continue to invest in our network infrastructure, including additional deployment of 10 Gigabit peering solutions. We believe that leveraging our network densities will enable us to continue to attract and retain customers who derive the greatest value from our interconnection services.

• Strengthen Existing Customer Relationships and Reach New Customers. We are working to strengthen relationships with our largest customers and deepen relationships with our broader customer base. We are also working to develop relationships with customers in emerging, bandwidth intensive segments, and investing in new sales channels that will incorporate our services as part of a broader communications solution. We are using a combination of our national account sales managers, an inside sales group and relationships with systems integrators to implement this strategy.

• Pursue Selective Acquisitions. Our acquisitions have increased our network densities, expanded our customer base and broadened our geographic footprint. We have demonstrated the ability to identify strategic acquisitions, to improve the infrastructure of acquired facilities and to increase their revenues. We believe that industry consolidation opportunities remain, and we intend to continue to pursue selective acquisitions.

Our Services

We provide network neutral interconnection and colocation services and certain other services to our customers.

Interconnection Services

Our interconnection services provide our customers with two primary options to exchange network traffic: through direct connections with each other, utilizing our cross connect services, or through peering connections with multiple customers, utilizing our Internet exchange services.

Cross Connect Services. Cross connect services enable one-to-one interconnections between customers within a facility, reducing network costs and network latency. These services allow customers to connect their networks through a direct physical connection in a meet-me room. Cross connect services are offered through a variety of media including fiber optic, Ethernet or coaxial cabling, for an initial installation fee and a recurring monthly fee per connection.

Internet Exchange Services. Internet exchange services enable one-to-many interconnections between customers over a shared switch fabric within a facility, further reducing network costs and network latency. We offer these services in eight of our markets including the San Francisco Bay Area, New York City, Seattle, Dallas, Atlanta, and the Northern Virginia Area. We provide Internet exchange services at port capacities ranging from 100 Mbps to 10 Gbps for an initial installation fee and a recurring monthly fee, based on port capacity.

SingleCNXT. Our SingleCNXT service is the resale of Internet access through ISPs who connect directly with customers in our facilities. We offer SingleCNXT as an accommodation to certain customers that desire a single point of contact for the colocation and Internet access services. We provide SingleCNXT for an initial installation fee and a recurring monthly fee based on the amount of bandwidth committed or used.

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Colocation Services

Our facilities provide our customers with a reliable, secure and climate controlled environment for their networking and computing equipment. Our colocation services include flexible space options, redundant power and cooling systems, physical security, other sophisticated systems for fire suppression and water leak detection and technical support. Each facility is staffed with highly trained and experienced technicians.

Colocation Space. Our colocation space includes secure cabinets, racks and cages. We provide colocation space for an initial installation fee and a recurring monthly fee per cabinet or rack, or for a cage per square foot of space.

Power. We provide both AC and DC power circuits at various amperages. These power circuits are backed up by both batteries and electric generators. We provide power for an initial installation fee and a recurring monthly fee based on size and type of circuit.

Other Services

TechSmart^® Technical Support Services. TechSmart^® technical support services are provided by our technicians, who are available 24 hours per day, 365 days per year. These services include remote hands, equipment installation and maintenance, cabling, circuit testing, tape swaps, equipment rebooting and power cycling. We charge customers for these services on an hourly basis or under contractual arrangements for a certain number of hours of technical support per month.

Our Customers

Our customers include telecommunications service providers, online content providers and enterprises. Our telecommunications service provider customers include tier 1 NSPs, MSOs, ISPs, tier 2 providers and international telecommunications carriers. Our online content provider customers consist of businesses that deliver content and content based services over the Internet. Our enterprise customers include businesses that are dependent on the Internet, as well as units or divisions of those businesses that are dependent on the Internet. Our customer contracts typically range from one to three years in length. For the twelve months ended December 31, 2005, no customer represented more than 10% of our total revenue. As of June 30, 2006, we had over 800 customers.

Selected customers include:

Telecommunications Service Providers	Online Content Providers	Enterprises
AboveNet AOL BT ChungHwa Telecom Cox Communications Qwest Telecom Italia T-Systems VSNL	A9.com Akamai DirecTV Electronic Arts Google Kanoodle.com LimeLight Networks Photobucket.com Yahoo! YouTube	Amazon.com Factset GlaxoSmithKline Hewlett Packard Prophet Financial Systems Microsoft SI International Syniverse VeriSign Virgin Radio

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Sales and Marketing

Sales. We use a multi-channel approach to sales. Our sales organization includes senior managers and sales representatives, who are organized into three sales groups: national account management, inside sales and indirect sales. Our national account management group focuses on strengthening relationships with our largest customers and penetrating new target accounts. Our inside sales group is responsible for deepening relationships with customers that are not covered by our national account management group. This group is the primary source of new customer leads. Our indirect sales group is responsible for developing and managing relationships with third party sales partners. These partners sell our services as part of a broader communications solution.

Marketing. Our marketing organization is focused on leading and supporting our sales efforts through a comprehensive approach, including creating service strategies and implementing channel marketing initiatives. We support new service development and delivery by providing updates on the competitive landscape including pricing, evolving customer needs, technological advancements and industry trends. We actively promote our brand in North America through targeted public relations campaigns, sponsorship of key industry forums and participation in relevant industry conferences where we can access key customer decision makers. Our channel marketing effort is responsible for developing demand generation campaigns and for creating selling tools and collateral for targeted sales campaigns.

Our Facilities

Our corporate headquarters are located in Tampa, Florida. We lease space for our facilities in buildings with a significant concentration of telecommunications carriers or buildings located near the primary telecommunications central offices within a particular market. This proximity to telecommunications carriers significantly reduces the cost and complexity of connecting their networks to our facilities. We currently operate 34 facilities in 23 markets with approximately 699,900 total gross square feet. The amount of gross square footage in each of our markets ranges from 6,800 to 87,800. The amount of gross square footage for our top 10 markets by revenue ranges from 17,900 to 87,800 square feet. The following table shows the number and gross square footage of our facilities in our top 10 markets, and the number of our facilities in our other markets:

Market	Number of Our Facilities	Gross Square Footage
Top 10 Markets
New York City*	3	87,800
Northern Virginia Area*	3	68,700
San Francisco Bay Area*	2	65,300
Seattle*	2	49,000
Dallas*	3	43,700
Philadelphia*	2	41,400
Toronto	1	29,900
Atlanta*	1	28,000
Chicago	2	26,800
Los Angeles	1	17,900
Other Markets**	14	241,400
Total	34	699,900

* Denotes market where we also provide Internet exchange services.

** Boston, Buffalo, Cleveland, Denver, Detroit, Indianapolis, Kansas City, Miami (2 facilities), Nashville, Phoenix, Pittsburgh, St. Louis and Tampa.

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Competition

The market for our services is highly competitive and we compete primarily based on network density, quality of service, location and price. The nature of our competitors makes it difficult to estimate the number of our competitors in total or within a particular market. Our competitors include the following service providers:

Network Neutral Interconnection and Colocation Service Providers. These competitors, including Equinix and Terremark, offer services that are similar to ours, including cross connect services, Internet Exchange Services and colocation services.

U.S.-based Telecommunications Carriers. These telecommunications carriers, which include at&t and Level 3, typically provide interconnection services through a single owned network and generally require bandwidth capacity minimums as part of their pricing structures. We believe these competitors operate colocation facilities primarily to help sell their core telecommunications and Internet access services. They are generally regional or national, with widespread brand recognition and significant financial resources.

Managed Service Providers, Web Hosting Companies, and ISPs. Managed service providers, such as AboveNet, InterNAP and Savvis, generally require that customers purchase their Internet access and managed services directly from them. Some web hosting companies and ISPs, such as NaviSite, also provide colocation services as part of their offerings.

Intellectual Property

We consider certain of our processes, systems, methodologies, databases, software, and trademarks to be proprietary. We rely on a combination of trade secret, copyright, trademark and other laws, license agreements and nondisclosure, noncompetition and other contractual provisions and technical measures to protect our proprietary and intellectual property rights.

We consider our trademarks “SWITCH AND DATA,” “PAIX,” “TECHSMART,” “MetroPAIX,” and “SINGLECNXT” to be materially important to our business and these trademarks are renewable for their statutory terms.

Government Regulation

We are currently regulated by the FCC and the CRTC regarding our provision of International Private Line interexchange services. We are also regulated by the New York State Department of Public Service regarding the provisions of intrastate interexchange services. Due to changing technology and applications of that technology it is uncertain whether and how existing laws or regulations or new laws or regulations will be applied by the FCC and other regulatory agencies in the future to other currently unregulated services we offer, or to new services or products that we may offer in the future.

Employees

As of June 30, 2006, we employed 250 persons in the United States and 11 in Canada. Of the total employees, 47 were employed in engineering and central operations, 63 were employed in sales and marketing and 53 were employed in management, finance and IT. Additionally, we had 98 employees at our facilities.

We believe our relations with our employees are good. Our employees are not represented by a labor union and are not covered by a collective bargaining agreement.

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Legal Proceedings

We are currently involved in three lawsuits with former landlords or property owners relating to our non-occupancy of plaintiffs’ facilities and subsequent withholding of rent payments. We intend to vigorously defend our position in each of these lawsuits. However, we cannot assure you that we will ultimately be successful in these matters.

In May 2002, Joseph H. Suppers, Jr. filed suit in the Circuit Court of the Fifteenth Judicial District Palm Beach County, Florida against our subsidiary, Switch & Data FL Four LLC, certain other of our subsidiaries and us. In addition to claims of breach of a lease in connection with a lease entered into for a colocation facility in West Palm Beach, Florida, the complaint alleges fraudulent misrepresentation. Plaintiffs are seeking damages in excess of $15 million. Based upon currently available information, management believes that the amount of any liability with respect to this action will not materially affect our financial position, results of operations, or liquidity.

On May 31, 2006, we and our predecessor, Switch & Data Facilities Company, LLC, were served with a lawsuit alleging our failure to execute a lease in October, 2000 for a building in Milwaukee, Wisconsin. Plaintiffs are claiming the rent and associated lease charges due for the entire term of the lease (10 years) of $3.7 million. Plaintiffs are also claiming a $0.75 million loss on the sale of the building. Based upon currently available information, management is currently unable to assess the amount of any liability with respect to this action, which may materially affect our financial position, results of operations, or liquidity.

One additional suit filed on October 26, 2001, Continental Poydras Corporation vs. Switch and Data LA One, LLC and our predecessor, is pending in New Orleans, Louisiana. Plaintiff is seeking over $3.2 million in connection with our alleged default of a lease agreement. This case is currently inactive.

In addition to the matters described above, we are presently involved in various legal proceedings arising in the ordinary course of our business operations, including employment matters and contractual disputes that we do not believe, based on information currently available to us, will materially adversely affect our financial position or results of operations.

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MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are as follows:

Name	Age	Positions and Offices Held
Keith Olsen	50	Chief Executive Officer, President, Director
William Luby	46	Chairman of the Board of Directors
George Pollock, Jr.	39	Senior Vice President, Chief Financial Officer
William Roach	62	Senior Vice President of Sales
Charles Browning	59	Vice President of Operations
George Kelly	57	Director
Kathleen Earley	54	Director
Arthur Matin	50	Director
Ali Marashi	38	Vice President of Engineering and Chief Information Officer
Ernest Sampera	45	Senior Vice President of Marketing

All directors hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified.

Keith Olsen, Chief Executive Officer, President and Director. Mr. Olsen was appointed as our President and Chief Executive Officer and as a member of our board of directors in February 2004. Prior to joining us, Mr. Olsen served as Vice President of at&t, where he was responsible for indirect sales and global sales channel management from May 1993 to February 2004. From 1986 to 1993, Mr. Olsen served as Vice President of Graphnet, Inc., a provider of integrated data messaging technology and services. Mr. Olsen holds a bachelor’s degree from the State University of New York, Geneseo.

William Luby, Chairman. Mr. Luby was appointed as the Chairman of our board of directors in February 1999. Since October 1996, Mr. Luby has served as the Managing Partner of Seaport Capital and its predecessor companies. Mr. Luby currently serves as a director of SirsiDynix, Elias Arts, Manadalay Baseball and several other privately held companies. Mr. Luby holds a bachelor’s degree from Trinity College and an MBA from The Fuqua School of Business at Duke University.

George Pollock, Jr., Senior Vice President and Chief Financial Officer. Mr. Pollock has served as our Chief Financial Officer since May 2001 and as Senior Vice President since January 2003. From August 1999 to May 2001, Mr. Pollock served as our Vice President of Finance. Prior to joining us, Mr. Pollock served as Chief Financial Officer of the Merchant Banking Division of Communications Equity Associates (CEA), an international investment and merchant bank specializing in the media, communications and Internet industries, from January 1997 to August 1999. Mr. Pollock holds a bachelor’s degree and a master’s degree in accounting from the University of Florida.

William Roach, Senior Vice President of Sales. Mr. Roach has served as Senior Vice President of Sales since November 2003. Prior to joining us, Mr. Roach served as Interim Chief Executive Officer of SonicWall, Inc., a provider of integrated Internet security appliances, from May 2002 to October 2003. From July 1999 until November 2001, Mr. Roach served as Chief Operating Officer and Chief Executive Officer of PCTEL, Inc., a provider of wireless connectivity products and test tools to cellular carriers, wireless Internet providers, PC OEMs and wireless equipment manufacturers. Prior to his service at PCTEL, Inc., Mr. Roach held a variety of executive level business and sales positions at Maxtor Corporation, Wyle Corporation, Quantum Corporation and Intel Corporation. During his 13 year tenure at Intel, Mr. Roach held a variety of positions in general management, sales and marketing. Mr. Roach holds a bachelor’s degree from Purdue University.

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Charles Browning, Vice President of Operations. Mr. Browning has served as Vice President of Operations since December 2000. Prior to being our Vice President of Operations, Mr. Browning served as our Director of Operations from March of 2000 to November of 2000. Before joining us, Mr. Browning served as Director, Americas Telecom Solutions for TCSI Corporation from 1999 to 2000, as Vice President, North American Operations—Communications Market Sector Group from 1997 to 1998 and Principal, Communications Market Sector from 1995 to 1997 for Unisys Corporation, and Managing Director, Manhattan Operations for NYNEX Corporation from 1991 to 1995. Mr. Browning holds a bachelor’s degree from the State University of New York.

George Kelly, Director. Mr. Kelly has served as a member of our board of directors since February 1999. Since June 1990, Mr. Kelly has served as Chairman of The CapStreet Group. Mr. Kelly currently serves as a director of Jackson Products, Inc., Sprint Industrial Holdings, LLC, Warren Alloy, Inc. and several other privately held companies. Mr. Kelly holds a bachelor’s degree from Union College and an MBA from the Amos Tuck School of Business at Dartmouth College.

Kathleen Earley, Director. Ms. Earley has been a member of our board of directors since September 2003. Since November 2004, Ms. Earley has served as President and Chief Operating Officer of TriZetto, a healthcare technology provider. From 1994 to 2001, Ms. Earley served as Senior Vice President of Enterprise Networking and Chief Marketing Officer of at&t. She currently serves as a director of Vignette Corporation and Digital Realty Trust. Ms. Earley holds a bachelor’s degree and an MBA from the University of California, Berkeley.

Arthur Matin, Director. Mr. Matin has been a member of our board of directors since November 2003. Since March 2006, Mr. Matin has served as President and Chief Executive Officer of Softricity, Inc., a provider of application virtualization and on-demand delivery services. From March 2004 to July 2005, Mr. Matin served as the Executive Vice President of Worldwide Sales for Veritas Software Corporation, a provider of storage and security software. From November 2001 to February 2004, Mr. Matin served as President of McAfee Security for Network Associates, Inc., a supplier of network security and management software. From January 2000 to November 2001, Mr. Matin served as Senior Vice President of Sales and Marketing of CrossWorlds Software, Inc., a provider of enterprise application integration software. Prior to joining CrossWorlds Software, Inc., Mr. Matin managed U.S. and international sales operations at IBM for 19 years, most recently as Vice President of the Industrial Sector for the Americas.

Ali Marashi, Vice President of Engineering and Chief Information Officer. Mr. Marashi has served as Vice President of Engineering and Chief Information Officer since August 2005. Prior to joining us, Mr. Marashi served as Chief Technology Officer of Internap Network Services, where he was responsible for technology direction and development, network operations and carrier relations from March 2000 to June 2005. From July 1997 to March 2000, Mr. Marashi served as Network Engineer for Networks and Distributed Computing at the University of Washington. Mr. Marashi holds a bachelor’s degree from the University of Washington.

Ernest Sampera, Senior Vice President of Marketing. Mr. Sampera has served as Senior Vice President of Marketing since August 2004. Prior to joining us, Mr. Sampera served as Vice President of Channel Marketing for at&t Business Services, where he was responsible for centralizing at&t’s Business Sales Channel Marketing business unit from 2000 to 2003. Prior to at&t, Mr. Sampera held executive sales, marketing and management information systems positions with IBM, UNISYS and the American Medical Association. Mr. Sampera holds a bachelor’s degree in finance from the University of Akron.

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Board of Directors

Currently, there are five members of our board of directors. According to the existing investors agreement between our predecessor and its existing stockholders, holders of our predecessor’s Series D-1 preferred stock have the right to elect four directors, and the holders of all of our predecessor’s capital stock collectively, except for holders of our predecessor’s Series C redeemable preferred stock, have the right to elect three directors. Holders of our predecessor’s Series D-1 preferred stock designated George Kelly and William Luby to our predecessor’s board of directors and holders of all of our capital stock collectively, except for holders of our predecessor’s Series C redeemable preferred stock and Series D redeemable preferred stock, designated Kathleen Earley, Keith Olsen and Arthur Matin. Vacancies currently exist with respect to two of the four directors the holders of our Series D-1 preferred stock are entitled to elect. The existing investors agreement will be amended and restated in connection with our corporate reorganization such that the right to elect board members, as referenced above, will no longer exist. Upon completion of this offering, our board of directors will consist of five members, a majority of whom will be independent under Nasdaq Marketplace Rules. We currently plan on electing two additional members to our board of directors, one of whom will be an “audit committee financial expert” as defined under SEC rules and regulations.

Board Committees

Prior to the closing of this offering, our board of directors will establish an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. The board will also establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our amended and restated certificate of incorporation and by-laws.

Audit Committee

Prior to the closing of this offering, we will establish an audit committee comprised of three directors, at least one of whom will be “independent” as defined under and required by the federal securities laws and the Nasdaq Marketplace Rules. A majority of the directors on our audit committee will be independent within 90 days of the effectiveness of the registration statement and, within one year, the committee will be fully independent. One member of the audit committee will be designated as the “audit committee financial expert,” as defined by Item 401(h) of Regulation S-K of the Exchange Act. The audit committee will have direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, PricewaterhouseCoopers LLP. In addition, approval of the audit committee will be required prior to our entering into any related-party transaction. It will also be responsible for “whistle-blowing” procedures and certain other compliance matters.

Compensation Committee

We currently plan to establish a compensation committee that will be comprised entirely of independent directors. A majority of directors on this committee will be independent within 90 days, and this committee will be fully independent within one year. The compensation committee will review, and will make recommendations to the board of directors regarding, the compensation and benefits of our executive officers. The compensation committee will also administer the issuance of stock options and other awards under our stock plans and will establish and review policies relating to the compensation and benefits of our employees and consultants.

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Corporate Governance and Nominating Committee

We currently plan to establish a Corporate Governance and Nominating Committee which will establish procedures for the nominating process and will recommend candidates for election to our board. A purpose of this Committee will be to encourage and enhance communication among independent directors. The Corporate Governance and Nominating Committee will strive for directors who will (a) bring to our board a variety of experience and backgrounds, (b) bring substantial senior management experience, financial expertise and such other skills that would enhance the board’s effectiveness, and (c) represent the balanced, best interests of our stockholders as a whole. In selecting nominees, the Corporate Governance and Nominating Committee will assess independence, character and integrity, potential conflicts of interest, experience, and the willingness to devote sufficient time to carrying out the responsibilities of a director. The Corporate Governance and Nominating Committee will have the authority to retain a search firm to be used to identify director candidates and to approve the search firm’s fees and other retention terms.

The Corporate Governance and Nominating Committee will consider nominees for the board that are proposed by our stockholders. The same identifying and evaluating procedures will apply to all candidates for director nomination, including candidates submitted by stockholders. Any stockholder who wishes to recommend a prospective nominee for the board, for the Corporate Governance and Nominating Committee’s consideration, may do so by giving the candidate’s name and qualifications in writing to Secretary, Switch & Data Facilities Company, Inc., 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607. The Corporate Governance and Nominating Committee’s responsibilities will be more fully set forth in a written charter to be adopted by the Corporate Governance and Nominating Committee and by the board.

Director Compensation

We currently pay an annual fee of $30,000 to two of our directors: Ms. Kathleen Earley and Mr. Arthur Matin. We also currently reimburse our directors for reasonable expenses they incur in attending board or committee meetings. We have in the past granted directors options to purchase shares of our predecessor’s Series D-2 Preferred Stock.

Upon the closing of this offering, we intend to establish fees for all non-employee directors. We also intend to reimburse our non-employee directors for reasonable expenses they incur in attending board or committee meetings and may grant options to our non-employee directors in the future.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee will not have any interlocking relationships as defined under SEC regulations.

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Executive Compensation

The following table sets forth summarizes, for the fiscal year ended December 31, 2005, the compensation paid to or earned by our Chief Executive Officer and our five other executive officers serving in such capacity as of December 31, 2005.

Summary Compensation Table

	Annual Compensation(1)							Long-Term Compensation	All Other Compensation ($)
Name and Principal Position(1)	Salary($)			Bonus($)(2)		Other Annual Compensation ($)		Securities Underlying Options (#)
Keith Olsen Director, CEO & President	$	350,000		$	141,000	$	—	—	$	18,708	(4)
George Pollock, Jr. Senior Vice President & CFO	$	210,000		$	90,000	$	—	—	$	7,162	(5)
William Roach Senior Vice President of Sales	$	238,642	(3)	$	23,972	$	—	—	$	1,188	(6)
Ernest Sampera Senior Vice President of Marketing	$	180,000		$	75,000	$	—	—	$	31,056	(7)
Charles Browning Vice President of Operations	$	193,000		$	40,000	$	—	—	$	7,774	(8)
Ali Marashi Vice President of Engineering and Chief Information Officer(9)	$	69,231		$	28,200	$	—	—	$	6,606

(1) In accordance with the rules of the SEC, the compensation described in this table does not include (a) medical, group life insurance or other benefits received by the named executive officers that are available generally to all of our salaried employees, or (b) perquisites and other personal benefits received by the named executive officers that do not exceed the lesser of $50,000 or 10% of the officer’s salary and bonus disclosed in this table.

(2) Bonus amounts represent employee performance bonuses and are reported for the year in which they were earned, though they may have been paid in the following year.

(3) Includes $38,642 paid to Mr. Roach in the form of sales commissions.

(4) Includes $11,438 of relocation related payment, $7,000 of 401(k) plan matching contribution and $270 of life insurance premium.

(5) Includes $7,000 of 401(k) plan matching contribution and $162 of life insurance premium.

(6) Includes $1,888 of life insurance premium.

(7) Includes $23,765 of relocation related payment, $7,000 of 401(k) plan matching contribution and $291 of life insurance premium.

(8) Includes $7,000 of 401(k) plan matching contribution and $774 of life insurance premium.

(9) Mr. Marashi joined us as Vice President of Engineering and Chief Information Officer on August 29, 2005.

Option Grants in Last Fiscal Year

There were no option grants to any executive officer during the fiscal year ended December 31, 2005.

Option Exercises and Year-End Option Values

The following table sets forth information for each of the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options, as

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well as the value of unexercisable in-the-money options, as of December 31, 2005. There was no public trading market for our common stock as of December 31, 2005. Accordingly, the value of the unexercised in-the-money options at year end has been calculated by determining the difference between the exercise price per share and the initial public offering price of our common stock, $             per share, being offered in this prospectus. We have prepared this table as if our corporate reorganization had already occurred at the time that options were exercised and at the time the option grants were made.

Aggregated Option Exercises in 2005

and December 31, 2005 Option Values

Name	Shares Acquired on Exercise(#)	Value Realized ($)	Number of Securities Underlying Unexercised Options at December 31, 2005(#)		Value of Unexercised In-The-Money Options at December 31, 2005($)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Keith Olsen	—	—
George Pollock, Jr.
William Roach	—	—
Ernest Sampera	—	—
Charles Browning	—	—
Ali Marashi	—	—	—	—

Employment Agreements

On February 16, 2004, we entered into an employment agreement with Keith Olsen whereby Mr. Olsen agreed to serve as our President and Chief Executive Officer. The employment agreement has an initial term ending on December 31, 2006, and automatically extends for additional one-year terms unless either party provides written notice of termination at least 60 days prior to the expiration of the initial term of the agreement, or any extension thereof. The employment agreement provides for an initial base salary of $350,000 per year subject to periodic review and may be increased, but not decreased, in our discretion. The employment agreement also provides that Mr. Olsen shall be eligible for an annual bonus targeted at $200,000, subject to our achievement of certain performance goals, and that he shall be entitled to receive or participate in our employee benefits plans, policies and arrangements, including fringe benefits, on a basis that is no less favorable than those provided to other senior executives. The employment agreement may be terminated by us with or without cause and by Mr. Olsen with or without good reason, at any time during the term of the agreement. Pursuant to the terms of the employment agreement, a change of control constitutes good reason. If the employment agreement is terminated for good reason by Mr. Olsen or without cause by us, Mr. Olsen will be entitled to receive: (i) his base salary for a period of twelve months after such termination, (ii) the amount of his prior year’s bonus, if any, in twelve equal monthly installments and (iii) as permitted by the applicable benefit plan or policy, a continuation of benefits that were in effect as of the termination of the agreement. The employment agreement further provides that if the employment agreement is terminated for good reason by Mr. Olsen or without cause by us, and if Mr. Olsen is not employed as a corporate officer with comparable compensation as of the first anniversary date of Mr. Olsen’s termination, Mr. Olsen shall be entitled to a special monthly compensation equal to one-twelfth of his base salary, beginning the thirteenth month following termination until the earlier of (i) Mr. Olsen finding comparable

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employment, and (ii) the end of the 24th month following termination of employment. The employment agreement provides that, during his term of employment with us, and for a period of twelve months following any termination of employment with us, Mr. Olsen may not participate, directly or indirectly, in any capacity whatsoever, in any business in those states in which we are presently doing business or intend to do business within twelve months that is directly competitive with that conducted by us or our affiliates, except that Mr. Olsen shall not be prohibited from owning 5% or less of the equity securities of any publicly held competitive operation so long as he does not serve as an employee, officer, director or consultant to such business. In addition, Mr. Olsen may not solicit our employees or customers for a period of twelve months following the expiration or termination of his employment with us.

On June 14, 2004, we entered into an employment agreement with George A. Pollock, Jr. whereby Mr. Pollock agreed to serve as our Senior Vice President, Chief Financial Officer and Secretary. The employment agreement has an initial term ending on June 13, 2007, and automatically extends for additional one-year terms unless either party provides written notice of termination at least 45 days prior to the expiration of the initial term of the agreement, or any extension thereof. The employment agreement provides for a base salary of $210,000 per year. The employment agreement also provides that Mr. Pollock shall be eligible for an annual bonus targeted at 50% of his base salary, subject to certain performance goals. Mr. Pollock is also entitled to participate in our health benefit plan and 401(k) plan. The employment agreement may be terminated by us with or without cause and by Mr. Pollock for good reason at any time during the term of the agreement. Pursuant to the terms of the employment agreement, a change of control constitutes good reason. If the agreement is terminated for good reason by Mr. Pollock or without cause by us, Mr. Pollock will be entitled to receive his base salary plus the pro rated bonus amount for that calendar year plus medical insurance premiums for a period of twelve months after such termination.

On July 21, 2004, we entered into an employment agreement with Ernest Sampera whereby Mr. Sampera agreed to serve as our Senior Vice President of Marketing. The employment agreement has an initial term ending on July 19, 2006, and automatically extends for additional one-year terms unless either party provides written notice of termination at least 30 days prior to the expiration of the initial term of the agreement, or any extension thereof. The employment agreement provides for a base salary of $180,000 per year. The employment agreement also provides that Mr. Sampera shall be eligible for an annual bonus targeted at 50% of his current base salary, subject to certain performance goals. Mr. Sampera is also entitled to participate in our employee benefit plans. The employment agreement may be terminated by us with or without cause and by Mr. Sampera for good reason at any time during the term of the employment agreement. If the employment agreement is terminated for good reason by Mr. Sampera or without cause by us, Mr. Sampera will be entitled to receive his base salary for a period of twelve months after such termination plus the amount of the prior year’s bonus, if any, and, as permitted by the applicable benefit plan or policy, a continuation of benefits that were in effect as of the termination of the employment agreement. If Mr. Sampera is terminated without cause or for good reason upon a change of control, he shall be entitled to receive a lump sum payment equal to the sum of his base salary and his prior year’s bonus, if any, as well a continuation of benefits for twelve months.

The employment agreements for Messrs. Pollock and Sampera provide that during their term of employment with us and for a period of twelve months following any termination of employment with us, neither Mr. Pollock nor Mr. Sampera may participate anywhere in the United States, directly or indirectly, in any capacity whatsoever, in any business that is competitive with that conducted by us, except that Messrs. Pollock and Sampera shall not be prohibited from owning 1% or less of the equity securities of any publicly held competitive operation so long as they do not serve as an employee, officer, director or consultant to such

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business. In addition, Messrs. Pollock and Sampera may not solicit our employees or customers for a period of twelve months following the expiration or termination of their employment with us.

We entered into an employment agreement with William Roach effective as of July 1, 2006. The employment agreement has a stated term ending on December 31, 2007, and shall automatically be extended for a period of one year unless either party gives written notice to the other party on or before December 1 of the preceding year. The employment agreement provides that during the term, Mr. Roach shall be entitled to a base salary of $16,667 per month plus variable compensation based upon management objectives and invoiced revenues. The employment agreement also provides that Mr. Roach shall not be entitled to a bonus, unless he is specifically included by the Board in a particular bonus program. Mr. Roach is also entitled to participate in our employee benefit plans as may be in effect from time to time for other similarly situated employees, including vacations and sick leave. The employment agreement may be terminated by us with or without cause and by Mr. Roach for good reason at any time during the term of the agreement. If the employment agreement is terminated for good reason by Mr. Roach or without cause by us, Mr. Roach shall be entitled to receive his base salary for a period of six months after such termination.

On August 8, 2005, we extended, and Ali Marashi accepted, an offer of employment whereby Mr. Marashi agreed to serve as Vice President, Engineering/CIO. Pursuant to the terms of the offer, Mr. Marashi is entitled to a base salary of $200,000 per year, payable bi-weekly, and is eligible for an annual bonus targeted at 50% of his annual base salary. Mr. Marashi is also entitled to participate in our health benefit plan and 401(k) plan. The employment offer letter is silent as to the term of the arrangement and the circumstances under which employment may be terminated.

2006 Stock Incentive Plan

Before completing our initial public offering, we plan to adopt a 2006 Stock Incentive Plan. Eligible participants in the 2006 Incentive Plan include our employees, consultants and nonemployee directors. The 2006 Incentive Plan provides for the granting of both incentive and nonqualified stock options, as well as restricted stock, stock appreciation rights and other stock-based awards. The 2006 Incentive Plan has a total of             shares reserved for grant. Each outstanding award issued under the 2006 Incentive Plan will be subject to a time-based or performance-based vesting schedule determined at the time of grant. Generally, the exercise price of options granted under the 2006 Incentive Plan must be at least equal to the fair market value of shares of our common stock on the date of grant. With respect to any participant who owns stock representing more than 10% of the voting power of all classes of our stock, the exercise price of any incentive stock option granted is to equal at least 110% of the fair market value on the grant date and the maximum term of the option may not exceed five years. The term of all other options under the 2006 Incentive Plan may not exceed ten years.

Treatment of Outstanding Options under Predecessor’s 2001 and 2003 Stock Option Plans

Upon the consummation of the initial public offering, the outstanding options to purchase our predecessor’s common stock, which were granted under our predecessor’s 2001 Stock Option Plan, will be cancelled and will no longer be outstanding. Each outstanding option granted under our predecessor’s 2003 Stock Option Plan to purchase our predecessor’s Series D-2 preferred stock will be replaced by an equivalent option under our 2006 Stock Incentive Plan to purchase our common stock on the same terms and conditions as were applicable under the predecessor stock option. The Company may incur stock-based compensation expense in connection with the replacement of the Series D-2 preferred stock options.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock before and after the completion of this offering, after giving effect to our corporate reorganization, for:

• each person known by us to beneficially own more than 5% of our common stock;

• each of our directors;

• each of our named executive officers;

• all directors and executive officers as a group; and

• each selling stockholder.

Beneficial ownership is determined in accordance with rules of the SEC and includes shares over which the indicated beneficial owner exercises voting and/or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names, and can be reached at our principal offices.

Unless otherwise indicated, the address of each stockholder is Switch & Data Facilities Company, Inc., 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607.

	Shares Beneficially Owned Before the Offering(1)		Shares Being Offered(3)	Shares Beneficially Owned After the Offering(1)
Name	Number	Percent(2)		Number	Percent
Keith Olsen
William Luby
George Pollock, Jr.
William Roach
Charles Browning
George Kelly
Kathleen Earley
Arthur Matin
Ali Marashi
Ernest Sampera
All directors and executive officers as a group (10 persons)
The CapStreet Group(4).
Seaport Capital(5)
Tudor Ventures(6)

 * less than 1%.

(1) If a stockholder holds options or other securities that are exercisable or otherwise convertible into our common stock within 60 days of the date of this prospectus, we treat the shares of common stock underlying those securities as owned by that stockholder, and as outstanding shares when we calculate the stockholder’s percentage ownership of our common stock. However, we do not consider that common stock to be outstanding when we calculate the percentage ownership of any other stockholder. The shares shown in the table will be issued in our corporate reorganization in exchange for shares of capital stock of, of our predecessor, Switch & Data Facilities Company, Inc. Although the total number of              shares to be issued in the reorganization is fixed, the relative numbers to be issued with respect to each class of stock will be determined in part by references to the initial public

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offering price. Consequently, if that price is other than $            , the number of shares owned by each stockholder in the above table will change, but the change will not be material. See “Certain Relationships and Related Party Transactions—Corporate Reorganization.”

(2) The percentage of beneficial ownership prior to the completion of this offering is based on              shares of common stock outstanding as of                     , 2006, after giving effect to our corporate reorganization.

(3) Assumes an exercise of the underwriters’ over-allotment option to purchase              shares of common stock.

(4) The “Shares Beneficially Owned Before the Offering” include              shares (    %) owned of record by CapStreet II, L.P. (“CapStreet II”),              shares (    %) owned of record by CapStreet Parallel II, L.P. (“CapStreet Parallel”) and              shares (    %) owned of record by CapStreet Co-Investment II-A, L.P. (“CapStreet Co-Investment” and collectively with CapStreet Parallel, the “CapStreet Entities”). The “Shares Being Offered” include              shares for CapStreet II,              shares for CapStreet Parallel and              shares for CapStreet Co-Investment. The “Shares Beneficially Owned After the Offering” include              shares (    %) owned of record by CapStreet II,              shares (    %) owned of record by CapStreet Parallel and              shares (    %) owned of record by CapStreet Co-Investment. The CapStreet Group, LLC, is (i) the general partner of CapStreet GP, II, L.P. which is the general partner of CapStreet II, and (ii) the general partner of each of the CapStreet Entities. Mr. Kelly, as a Managing Director of The CapStreet Group, LLC, may be deemed to be the beneficial owner of such shares. Mr. Kelly disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. Each entity has an address of 600 Travis Street, Suite 6110, Houston, Texas 77002.

(5) The “Shares Beneficially Owned Before the Offering” include              shares (    %) owned of record by Seaport Capital Partners II, L.P. (“Seaport Partners”),              shares (    %) owned of record by Seaport Investments, LLC (“Seaport Investments”),              shares (    %) owned of record by CEA Capital Partners USA, LP (“CEA”) and              shares (    %) owned of record by CEA Capital Partners USA CI, LP (“CEA CI”). The “Shares Being Offered” include              shares for Seaport Partners,              shares for Seaport Investments,              shares for CEA and              shares for CEA CI. The “Shares Beneficially Owned After the Offering” include              shares (    %) owned of record by Seaport Partners,              shares (    %) owned of record by Seaport Investments,              shares (    %) owned of record by CEA and              shares (    %) owned of record by CEA CI. The general partner of Seaport Partners is CEA Investment Partners II, LLC. CEA Investment Partners II, LLC is controlled by Seaport Associates, LLC which is controlled by William Luby. Seaport Investments is controlled by Mr. Luby. CEA and CEA CI are each controlled by Seaport Capital LLC per the terms of contractual agreements with affiliates of CEA and CEA CI. Seaport Capital LLC is controlled by Mr. Luby. Mr. Luby disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. Each entity has an address of c/o Seaport Capital, 199 Water Street, 20^th Floor, New York, NY 10038.

(6) The “Shares Beneficially Owned Before the Offering” include              shares (    %) owned of record by Tudor Ventures II L.P. (“Ventures”),              shares (    %) owned of record by The Raptor Global Portfolio Ltd. (“Raptor”) and              shares (    %) owned of record by The Altar Rock Fund L.P. (“Altar”). The “Shares Being Offered” include             shares for Ventures,              shares for Raptor and              shares for Altar. The “Shares Beneficially Owned After the Offering” include              shares (    %) owned of record by Ventures,              shares (    %) owned of record by Raptor and              shares (    %) owned of record by Altar. Tudor Investment Corporation (“TIC”) is the investment adviser to Ventures and Raptor and is also the general partner of Altar. Paul Tudor Jones, II (“Jones”) is the controlling shareholder of TIC. Each of TIC and Jones disclaims beneficial ownership of the shares owned by Ventures, Raptor and Altar, except to the extent of their pecuniary interest therein. Each entity has an address of c/o Tudor Investment Corporation, 50 Rowes Warf, 6th Floor, Boston, MA 02110.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Corporate Reorganization

Switch & Data Facilities Company, Inc. currently has nine classes of capital stock outstanding—Common Stock; Series B Common Stock; Series A Special Junior Stock; Series B Special Junior Stock; Series C Special Junior Stock; Series B Convertible Preferred Stock; Series C Redeemable Preferred Stock; Series D-1 Preferred Stock; and Series D-2 Preferred Stock. These classes generally differ with respect to their relative priority to distributions and other rights. Each class of capital stock has voting rights, other than Series C Redeemable Preferred Stock. The Series A Special Junior Stock, Series B Special Junior Stock and Series C Special Junior Stock were issued to certain employees pursuant to compensation arrangements established by the board of directors of Switch & Data Facilities Company, Inc. Before we complete this offering, we will complete a series of transactions to reorganize our corporate structure and to terminate or amend agreements with or among our existing stockholders. These transactions are as follows:

• Switch & Data Facilities Company, Inc., a Delaware corporation that is currently the parent holding company that indirectly owns all of the entities through which we operate our business, will be merged into a newly formed, wholly owned Delaware corporation named Switch and Data, Inc. This corporation will be the surviving corporation of the merger, which will be effective immediately prior to the closing of this offering. In connection with the merger, Switch and Data, Inc. will change its name to Switch & Data Facilities Company, Inc. Stockholders of our predecessor, Switch & Data Facilities Company, Inc., will receive an aggregate of              shares of common stock of Switch and Data, Inc. in exchange for their shares of capital stock of Switch & Data Facilities Company, Inc. The number of shares into which shares of each class of stock of our predecessor, Switch & Data Facilities Company, Inc., will be converted in the merger will depend, in part, on the value of Switch & Data Facilities Company, Inc. at the time of the merger, which will be determined by reference to the initial public offering price of our shares of common stock, although the public offering price will not affect the aggregate number of shares into which the shares will be converted. Consequently, the relative ownership of our common stock as reflected in the table under “Principal and Selling Stockholders” is subject to change based on the final initial public offering price of our shares of common stock. Any change will not be material. Shares of our common stock will be allocated as follows:

• Series D-1 Preferred Stock.

• Series D-2 Preferred Stock.

• Series C Redeemable Preferred Stock.

• Series B Convertible Preferred Stock.

• Common Stock.

• Series B Common Stock.

• Series A Special Junior Stock.

• Series B Special Junior Stock.

• Series C Special Junior Stock.

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The allocations above approximate the manner in which our assets would be distributed to stockholders in liquidation as provided in the Certificate of Incorporation of our predecessor, Switch & Data Facilities Company, Inc.

• Included in the shares of capital stock of Switch & Data Facilities Company, Inc. being converted as described in the preceding paragraphs are shares of capital stock that were awarded to certain employees pursuant to option arrangements established by the board of directors, a portion of which are subject to time vesting.

• The investors agreement under which existing stockholders of our predecessor, Switch & Data Facilities Company, Inc. have first offer rights, tag along rights, preemptive rights, the right to elect directors, and contains certain restrictions on our operations, will be amended such that only certain registration rights will remain in effect, as described further below in this prospectus.

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DESCRIPTION OF CAPITAL STOCK

The following summarizes important provisions of our capital stock and describes the material provisions of our amended and restated certificate of incorporation and by-laws, each of which will be in effect upon the closing of this offering. This summary is qualified by our amended and restated certificate of incorporation and by-laws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable law.

On the closing of this offering, our authorized capital stock will consist of 200 million shares of common stock, $0.0001 par value per share and 25 million shares of preferred stock, $0.0001 par value per share. The following is a summary description of our capital stock. Our amended and restated certificate of incorporation and by-laws, to be effective after the closing of this offering, provide further information about our capital stock.

Common Stock

As of             , there were             shares of common stock outstanding, held of record by approximately             stockholders. There will be             shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option, after giving effect to the sale of the shares of common stock to the public in this offering.

The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for the payment of dividends. In the event of the liquidation, dissolution, or winding up of Switch & Data, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock to be issued on completion of this offering will be fully paid and nonassessable.

Preferred Stock

On the closing of this offering, 25 million shares of preferred stock will be authorized and no shares will be outstanding. Our board of directors has the authority, without stockholder approval, to issue the preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of Switch & Data without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. At present, we have no plans to issue any of the preferred stock.

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Anti-takeover Effects of Provisions of the Amended and Restated Certificate of

Incorporation, Amended and Restated By-laws and Delaware Law

Provisions of our amended and restated certificate of incorporation and by-laws are intended to enhance continuity and stability in our board of directors and in our policies, but might have the effect of delaying or preventing a change in control and may make more difficult the removal of incumbent management even if the transactions could be beneficial to the interests of stockholders. A summary description of these provisions follows:

Certificate of Incorporation and By-laws.

Pursuant to our amended and restated certificate of incorporation, effective upon closing of this offering, we will have a staggered board of directors. Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes. The term of the first class of directors expires at our 2007 annual meeting of stockholders, the term of the second class of directors expires at our 2008 annual meeting of stockholders and the term of the third class of directors expires at our 2009 annual meeting of stockholders. At each of our annual meetings of stockholders, the successors of the class of directors whose term expires at the meeting of stockholders will be elected for a three-year term, one class being elected each year by our stockholders. Our amended and restated certificate of incorporation also provides that directors may only be removed for cause and upon the affirmative vote of 80% of the voting interest of stockholders entitled to vote. Pursuant to our amended and restated by-laws in effect upon closing of this offering, and except as otherwise required by law, stockholders do not have a right to call special meetings. The amended and restated by-laws also contain advance notice requirements by stockholders for director nominations and actions to be taken at annual meetings. These provisions of the amended and restated certificate of incorporation and by-laws could discourage potential acquisition proposals and could delay or prevent a change in control of Switch & Data. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control of Switch & Data. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

Change in Control

Section 203 of the Delaware General Corporation Law, an anti-takeover law applicable to us, restricts certain business combinations with interested stockholders in certain situations. In general, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Authority to Issue Preferred Stock

Our amended and restated certificate of incorporation authorizes the board of directors, without stockholder approval, to establish and to issue shares of one or more series of preferred stock, each series having the voting rights, dividend rates, liquidation, redemption, conversion and other rights as may be fixed by the board of directors which may prevent a takeover.

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Limitation of Liability and Indemnity

Section 102(b)(7) of the DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors’ fiduciary duty of care. Although Section 102(b) does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. Our amended and restated certificate of incorporation limits the liability of directors to us or our stockholders (in their capacity as directors but not in their capacity as officers) to the fullest extent permitted by Section 102(b). Specifically, our directors will not be personally liable for monetary damages for breach of a director’s fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders,

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

• for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL, or

• for any transaction from which the director derived an improper personal benefit.

To the maximum extent permitted by law, our amended and restated by-laws provide for mandatory indemnification of directors and officers and permit indemnification of our employees and agents against all expense, liability and loss to which they may become subject or which they may incur as a result of being or having been our director, officer, employee or agent. In addition, we must advance or reimburse directors and officers, and may advance or reimburse employees and agents for expenses incurred by them as a result of indemnifiable claims.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company.

Nasdaq Global Market

We have applied for the quotation of our common stock on the Nasdaq Global Market under the symbol “SDXC”.

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SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock. Furthermore, since some shares of common stock will not be available for sale shortly after this offering because of the contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market after these restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Prior to this offering, there has been no public market for our common stock. Upon completion of this offering, we will have outstanding an aggregate of              shares of our common stock assuming no exercise of outstanding options, and no exercise of the underwriters’ over-allotment option. Of these shares, the              shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless those shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. The remaining              shares of common stock held by existing stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act or are subject to the contractual restrictions described below. Of these remaining securities:

• shares which are not subject to the 180-day lock-up period described below may be sold immediately after completion of this offering in the event our stockholders are entitled to tack their respective holding periods of our predecessor, Switch & Data Facilities Company, Inc.; however, we do not currently expect that our stockholders will be able to tack their respective holding periods and as a result, will not be able to rely on Rule 144 for a period of at least one year following the completion of our corporate reorganization;

• additional shares which are not subject to the 180-day lock-up period described below may be sold beginning 90 days after the effective date of this offering in the event our stockholders are entitled to tack their respective holding periods of our predecessor, Switch & Data Facilities Company, Inc.; however, we do not currently expect that our stockholders will be able to tack their respective holding periods and as a result, will not be able to rely on Rule 144 for a period of at least one year following the completion of our corporate reorganization; and

• additional shares may be sold upon expiration of the 180-day lock-up period described below in the event our stockholders are entitled to tack their respective holding periods of our predecessor, Switch & Data Facilities Company, Inc; however, we do not currently expect that our stockholders will be able to tack their respective holding periods and as a result will not be able to rely on Rule 144 for a period of at least one year following the completion of our corporate reorganization.

Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or 701 under the Securities Act, which rules are summarized below.

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering; or

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• the average weekly trading volume of the common stock on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

Common stock eligible for sale under Rule 144(k) may be sold immediately upon the completion of this offering in the event our stockholders are entitled to tack their respective holding periods of our predecessor, Switch & Data Facilities Company, Inc. However, we do not currently expect that our stockholders will be able to tack their respective holding periods and as a result, will be obligated to hold their shares for a period of at least two years following the completion of our corporate reorganization in order to rely on Rule 144(k). In general, under Rule 144(k), a person may sell shares of common stock acquired from us immediately upon completion of this offering, without regard to manner of sale, the availability of public information or volume, if:

• the person is not an affiliate of us and has not been an affiliate of us at any time during the three months preceding such a sale; and

• the person has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate.

Rule 701

In general, under Rule 701 of the Securities Act, any of our employees, consultants or advisors who purchase shares from us in connection with a qualified compensatory stock plan or other written agreement is eligible to resell those shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with various restrictions, including the holding period, contained in Rule 144.

Lock-Up Agreements

Our officers, directors, stockholders and existing option holders beneficially owning an aggregate of              shares of common stock have signed lock-up agreements under which they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into, exchangeable or exercisable for any shares of our common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions is one to be settled by delivery of our common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Deutsche Bank Securities Inc. and Jefferies & Company, Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Deutsche Bank Securities Inc. and Jefferies & Company, Inc. waive, in writing, such an extension. Any securities acquired by our officers, directors and stockholders in

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the open market are not subject to these “lock-up” restrictions. In addition, transfers or dispositions by our officers, directors and stockholders can be made prior to the expiration of the “lock-up” period:

• to family members; and

• to any trust;

in each case, so long as the transferee of such shares agrees to be bound by the lock-up agreement and such transfer does not cause any filing under Section 16(a) of the Exchange Act.

Amended and Restated Investors Agreement

We intend to enter into a fifth amended and restated investors agreement, which will become effective upon the completion of this offering, with certain of our existing stockholders as of immediately prior to the completion of this offering. The stockholders that are party to the fifth amended and restated investors agreement will have the right to require us, subject to certain terms and conditions, to register their shares of our common stock under the Securities Act of 1933, as amended, at any time following expiration of the lock-up period as described under the caption “Shares Eligible For Future Sale Lock-Up Agreements.” These stockholders will have demand registration rights relating to              shares of our common stock, representing     % of our outstanding shares of common stock following completion of this offering. In addition, if we propose to register any of our capital stock under the Securities Act, our stockholders will be entitled to customary “piggyback” registration rights which will entitle stockholders who hold approximately              shares of our common stock, representing     % of our outstanding shares of common stock following completion of this offering, to include their shares of common stock in a registration of our securities for sale by us or by other security holders. The registration rights provided for under the fifth amended and restated investors agreement are subject to customary exceptions and qualifications and compliance with certain registration procedures.

Stock Options

As of the date of this prospectus, options to purchase a total of              shares of common stock are outstanding, of which options to purchase              shares are currently exercisable. Of the options to purchase              shares of common stock that are not currently exercisable, options to purchase              shares of common stock shall immediately vest and become exercisable upon the closing of this offering. Upon the closing of this offering, we intend to file a registration statement to register for resale the              shares of common stock reserved for issuance under the 2006 Stock Incentive Plan. That registration statement will automatically become effective upon filing. Upon the expiration of the lock-up agreements described above, at least              shares of common stock will be subject to vested options. Accordingly, shares issued upon the exercise of stock options granted under the 2006 Stock Incentive Plan, which are being registered under that registration statement, will, giving effect to vesting provisions and in accordance with Rule 144 volume limitations applicable to our affiliates, be eligible for resale in the public market from time to time immediately after the lock-up agreements referred to above expire.

Effect of Sales of Shares

Prior to this offering, there has been no public market for our common stock, and no prediction can be made as to the effect, if any, that market sales of shares of common stock or the availability of shares for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of significant numbers of shares of our common stock in the public market after the completion of this offering could adversely affect the market price of our common stock and could impair our future ability to raise capital through an offering of our equity securities.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following is a general discussion of material U.S. federal income and estate tax considerations relating to the purchase, ownership and disposition of our common stock that may be relevant to holders who hold shares of our common stock as capital assets. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect or proposed on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This discussion is for general information only and does not address all of the tax considerations that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal tax laws (such as certain financial institutions, insurance companies, tax-exempt entities, retirement plans, dealers in securities, brokers, expatriates, or persons who have acquired our common stock as part of a straddle, hedge, conversion transaction or other integrated investment). This discussion does not address the U.S. state and local or non-U.S. tax considerations relating to the purchase, ownership and disposition of our common stock.

As used in this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is a U.S. person. A U.S. person means a person that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation, entity taxable as a corporation, or partnership created or organized in or under the laws of the United States or of any state or political subdivision thereof or therein, including the District of Columbia (other than a partnership that is not treated as a U.S. person under applicable Treasury regulations);

• an estate the income of which is subject to U.S. federal income tax regardless of the source thereof; or

• a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 19, 1996 and were treated as domestic trusts on that date.

The term “non-U.S. holder” means a beneficial owner of our common stock that is not a U.S. person.

An individual may, subject to certain exceptions, be deemed to be a resident of the United States for a calendar year by reason of being present in the United States for at least 31 days in such calendar year and for an aggregate of at least 183 days during a three-year period ending with such current calendar year (counting for such purposes all of the days present in such current calendar year, one-third of the days present in the immediately preceding calendar year, and one-sixth of the days present in the second preceding calendar year).

If a partnership holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, we suggest that you consult your tax advisor.

Prospective purchasers are urged to consult their own tax advisors as to the particular tax considerations applicable to them relating to the purchase, ownership and disposition of our common stock, including the applicability of U.S. federal, state or local tax laws or non-U.S. tax laws, any changes in applicable tax laws and any pending or proposed legislation or regulations.

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U.S. Holders

Dividends

Any dividend on our common stock paid by us out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be included in income by a U.S. holder of common stock when received. Any such dividend will be eligible for the dividends-received deduction, if received by a qualifying corporate U.S. holder that meets the holding period and other requirements for the dividends-received deduction.

Legislation enacted in 2003 reduces to 15% the maximum U.S. federal income tax rate for certain dividends received by individuals, so long as certain holding period requirements are met. Unless continuing legislation is enacted, dividends received by individuals after December 31, 2010 will not benefit from this reduction in U.S. federal income tax rates and will thereafter be taxed as ordinary income subject to the U.S. holder’s applicable federal income tax rate.

Sale, Exchange or Other Disposition

Upon a sale, exchange or other disposition of our common stock, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and such U.S. holder’s adjusted tax basis in the common stock. Legislation enacted in 2003 also generally reduces to 15% the maximum U.S. federal income tax rate on capital gains recognized by individuals on the sale, exchange or other disposition of our common stock held for more than one year. The deductibility of capital losses is subject to limitations. Unless continuing legislation is enacted, sales, exchanges or other dispositions of our common stock by individuals after December 31, 2010 will not benefit from this reduction in U.S. Federal income tax rates.

Information Reporting and Backup Withholding Tax

In general, payments made to a U.S. holder on or with respect to our common stock will be subject to information reporting. Certain U.S. holders may be subject to backup withholding tax (at a rate equal to 28% from 2003 through 2010 and 31% after 2010) on payments made on or with respect to our common stock if such U.S. holder fails to supply a correct taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Certain persons are exempt from backup withholding including, in certain circumstances, corporations and financial institutions. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder will be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, provided that the required procedures are followed.

Non-U.S. Holders

Dividends

We or a withholding agent will have to withhold U.S. federal withholding tax from the gross amount of any dividends paid to a non-U.S. holder at a rate of 30%, unless (a) an applicable income tax treaty reduces or eliminates such tax, and a non-U.S. holder claiming the benefit of such treaty provides to us or such agent proper Internal Revenue Service (“IRS”) documentation, or (b) the dividends are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and the non-U.S. holder provides to us or such agent proper IRS documentation. In the latter case, such non-U.S. holder generally will be subject to U.S. federal income tax with respect to such dividends in the same manner as a U.S. citizen or

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corporation, as applicable, unless otherwise provided in an applicable income tax treaty. Additionally, a non-U.S. holder that is a corporation could be subject to a branch profits tax on effectively connected dividend income at a rate of 30% (or at a reduced rate under an applicable income tax treaty). In addition, where dividends are paid to a non-U.S. holder that is a partnership or other pass-through entity, persons holding an interest in the entity may need to provide certification claiming an exemption or reduction in withholding under an applicable income tax treaty. If a non-U.S. holder is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, such non-U.S. holder may obtain a refund of any excess amount withheld by filing an appropriate claim for refund with the IRS.

Sale, Exchange or Other Disposition

Generally, a non-U.S. holder will not be subject to U.S. federal income tax on gain realized upon the sale, exchange or other disposition of our common stock unless (a) such non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition and certain other conditions are met, (b) the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business in the United States or (c) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding such sale, exchange or disposition or the period that such non-U.S. holder held our common stock (which we do not believe that we have been, are currently or are likely to be) and certain other conditions are met. If the first exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange or other disposition of our common stock) exceed capital losses allocable to U.S. sources. If the second or third exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. citizen or corporation, as applicable, unless otherwise provided in an applicable income tax treaty, and a non-U.S. holder that is a corporation could also be subject to a branch profits tax on such gain at a rate of 30% (or at a reduced rate under an applicable income tax treaty).

Federal Estate Tax

Common stock owned or treated as owned by an individual who is a non-U.S. holder at the time of his or her death generally will be included in the individual’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

Current U.S. federal tax law provides for reductions in U.S. federal estate tax through 2009 and the elimination of such estate tax entirely in 2010. Under this law, such estate tax would be fully reinstated, as in effect prior to the reductions, in 2011, unless further legislation is enacted.

Information Reporting and Backup Withholding Tax

Information reporting may apply to payments made to a non-U.S. holder on or with respect to our common stock. Backup withholding tax (at a rate equal to 28% from 2003 through 2010 and 31% after 2010) may also apply to payments made to a non-U.S. holder on or with respect to our common stock, unless the non-U.S. holder certifies as to its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption, and certain other conditions are satisfied. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be allowed as a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability, provided that the required procedures are followed.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated             , 2006, we and the selling stockholders have agreed to sell to the underwriters named below, for whom Deutsche Bank Securities Inc. and Jefferies & Company, Inc. are acting as representatives, the following respective numbers of shares of common stock:

Underwriter	Number of Shares
Deutsche Bank Securities Inc.
Jefferies & Company, Inc.
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to              additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $             per share. The underwriters and selling group members may allow a discount of $             per share on sales to other broker/dealers. After the initial public offering, the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without  Over-allotment	With  Over-allotment	Without  Over-allotment	With  Over-allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$
Underwriting Discounts and Commissions paid by selling stockholder	$	$	$	$

The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

Pursuant to the underwriting agreement, we and the selling stockholders have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 (the “Securities Act”) relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Deutsche Bank Securities Inc. and Jefferies & Company, Inc. for a period of 180 days after the date of this prospectus, except issuances pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and grants of employee stock options pursuant to the

95

terms of a plan in effect on the date hereof and issuances of our common stock pursuant to the exercise of such options. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Deutsche Bank Securities Inc. and Jefferies & Company, Inc. waive, in writing, such an extension.

Our officers, directors, existing stockholders and existing option holders owning an aggregate of              shares of our common stock have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Deutsche Bank Securities Inc. and Jefferies & Company, Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Deutsche Bank Securities Inc. and Jefferies & Company, Inc waive, in writing, such an extension.

The underwriters have reserved for sale at the initial public offering price up to              shares of the common stock for employees, directors and other persons associated with us who have expressed an interest in purchasing common stock in the offering. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.

We and the selling stockholders have agreed to indemnify the underwriters and the qualified independent underwriter, in its capacity as qualified independent underwriter, against liabilities under the Securities Act, or contribute to payments that the underwriters or the qualified independent underwriter, in its capacity as qualified independent underwriter, may be required to make in that respect.

We will apply to list the shares of common stock on The Nasdaq Global Market.

Prior to this offering, there has been no public market for the common stock. The initial public offering price was determined by negotiations among us, the selling stockholders, the representatives and the qualified independent underwriter, in its capacity as qualified independent underwriter. Among the factors considered in determining the initial public offering price were the future prospects of our company and our industry in general, sales, earnings and certain other financial and operating information of our company in recent periods, and the price-earnings ratios, comparable sales, market prices of our securities and certain financial and operating information of companies engaged in activities similar to those of our company.

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In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”).

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

• In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The Nasdaq Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make Internet distributions on the same basis as other allocations.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is

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implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time,

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million and (3) an annual net turnover of more than €50 million, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each of the underwriters severally represents, warrants and agrees as follows:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and

(b) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and our affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. For example, an affiliate of Deutsche Bank Securities Inc. is an agent and lender under our existing credit facilities and certain other underwriters or their affiliates are or may become lenders under our existing credit facilities and, as such, will receive a portion of the proceeds of this initial public offering. As a result of these payments, underwriters or their affiliates may receive more than 10% of the net proceeds in

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this offering, not including underwriting compensation, and may be deemed to have a “conflict of interest” under Rule 2710(h) of the Conduct Rules of the National Association of Securities Dealers, Inc. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 2720 of the Conduct Rules. Rule 2720 requires that the initial public offering price can be no higher than that recommended by a “qualified independent underwriter,” as defined by the National Association of Securities Dealers, Inc. Jefferies & Company, Inc. has served in that capacity and performed due diligence investigations and reviewed and participated in the preparation of the registration statement of which this prospectus forms a part.

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NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the common stock in Canada is being made only on a private placement basis exempt from the requirement that we and the Selling Shareholder(s) prepare and file a prospectus with the securities regulatory authorities in each province where trades of common stock are made. Any resale of the common stock in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the common stock.

Representations of Purchasers

By purchasing common stock in Canada and accepting a purchase confirmation a purchaser is representing to us, the Selling Shareholder(s) and the dealer from whom the purchase confirmation is received that:

• the purchaser is entitled under applicable provincial securities laws to purchase the common stock without the benefit of a prospectus qualified under those securities laws,

• where required by law, that the purchaser is purchasing as principal and not as agent,

• the purchaser has reviewed the text above under Resale Restrictions, and

• the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the common stock to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action—Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the common stock, for rescission against us and the Selling Shareholder(s) in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the Selling Shareholder(s). In no case will the amount recoverable in any action exceed the price at which the shares of common stock were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the Selling Shareholder(s) will have no liability. In the case of an action for damages, we and the Selling Shareholder(s) will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

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Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein and the Selling Shareholder(s) may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common stock in their particular circumstances and about the eligibility of the common stock for investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of common stock offered hereby will be passed upon for us by Holland & Knight LLP, Tampa, Florida. The underwriters are being represented in connection with this offering by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The financial statements of Switch & Data Facilities Company, Inc., as of December 31, 2004 and 2005 and for each of the three years in the period ended December 31, 2005 included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph relating to our restatement of our financial statements as described in Note 2 to the Consolidated Financial Statements) of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given on the authority of such firm as experts in auditing and accounting.

The balance sheet of Switch and Data, Inc., as of July 31, 2006 included in this prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC for the common stock we are offering by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC. We anticipate making these documents publicly available free of charge on our website at www.switchanddata.com as soon as practicable after filing such documents with the SEC. Information contained on our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. Our website address is included here only as an inactive technical reference.

You can also read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

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INDEX TO FINANCIAL STATEMENTS

Switch & Data Facilities Company, Inc.

Report of Independent Registered Certified Public Accounting Firm	F-2
Financial Statements
Consolidated Balance Sheets (restated) as of December 31, 2004 and 2005 and (unaudited) June 30, 2006	F-3
Consolidated Statements of Operations (restated) for the years ended December 31, 2003, 2004 and 2005 and (unaudited) for the six months ended June 30, 2005 and 2006	F-4
Consolidated Statements of Shareholders’ Deficit and Comprehensive Income (restated) for the years ended December 31, 2003, 2004 and 2005 and (unaudited) for the six months of June 30, 2006	F-5
Consolidated Statements of Cash Flows (restated) for the years ended December 31, 2003, 2004 and 2005 and (unaudited) for the six months ended June 30, 2005 and 2006	F-7
Notes to Consolidated Financial Statements (restated)	F-8
Schedule II: Valuation and Qualifying Accounts for the years ended December 31, 2003, 2004 and 2005	F-40
Switch and Data, Inc.
Report of Independent Registered Certified Public Accounting Firm	F-41
Financial Statements
Balance Sheet	F-42
Notes to Financial Statement	F-43

F-1

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Switch & Data Facilities Company, Inc.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Switch & Data Facilities Company, Inc. and its subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2003, 2004 and 2005 financial statements.

/s/    PricewaterhouseCoopers LLP

        Tampa, Florida

May 1, 2006, except for Notes 2 and 9

as to which the date is September 25, 2006

F-2

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2004, December 31, 2005

and June 30, 2006 (unaudited)

In Thousands, Except Per Share Amounts

	December 31,						June 30, 2006			Pro forma Switch and Data, Inc. June 30, 2006
	2004			2005
	(restated)			(restated)			(unaudited)			(unaudited) (NOTE 1)
Assets
Current assets
Cash and cash equivalents	$	13,707		$	10,417		$	7,257		$	7,257
Accounts receivable, net of allowance for bad debts of approximately $419, $735 and $487 (unaudited), respectively		5,625			6,927			6,940			6,940
Prepaids and other assets		1,291			1,070			1,322			1,322
Total current assets		20,623			18,414			15,519			15,519
Property and equipment, net		66,717			64,763			65,948			65,948
Derivative asset		—			101			1,485			1,485
Goodwill		26,273			36,023			36,023			36,023
Other intangible assets, net		33,911			38,231			34,533			34,533
Other long term assets, net		4,726			5,690			5,408			5,408
Total assets	$	152,250		$	163,222		$	158,916		$	158,916
Liabilities, Preferred Stock and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	11,083		$	15,345		$	15,016		$	15,016
Current portion of unearned revenue		1,188			1,064			1,670			1,670
Current portion of deferred rent		162			230			263			263
Current portion of customer security deposits		929			916			893			893
Current portion of long-term debt		11,588			781			4,028			4,028
Total current liabilities		24,950			18,336			21,870			21,870
Derivative liability		39			8			—			—
Unearned revenue, less current portion		528			560			690			690
Deferred rent, less current portion		6,611			8,596			9,535			9,535
Customer security deposits, less current portion		401			282			187			187
Long-term debt, less current portion		57,712			144,156			140,785			140,785
Total liabilities		90,241			171,938			173,067			173,067
Series D redeemable preferred stock, $0.0001 par value, 33 shares authorized, issued and outstanding at December 31, 2004, 12% cumulative preference, $39,998 liquidation preference at December 31, 2004		39,052			—			—			—
Series C redeemable preferred stock, $0.0001 par value, 32,609 shares authorized, issued and outstanding, 12.5% cumulative preference, $51,898, $38,492 and $39,447 (unaudited) liquidation preference at December 31, 2004, 2005 and June 30, 2006, respectively		14,376			14,376			14,376			—
Series B convertible preferred stock, $0.0001 par value, 22,100 shares authorized, issued and outstanding, 8% cumulative preference, $153,757, $166,268 and $172,846 (unaudited) liquidation preference at December 31, 2004, 2005 and June 30, 2006, respectively		153,447			166,268			172,846			—
Commitments and contingencies
Shareholders’ deficit
Common stock, $0.0001 par value, authorized 50,000 shares; issued and outstanding 42,569 shares as of December 31, 2004 and 2005 and 42,295 shares as of June 30, 2006		4			4			4			—
Common stock, $0.0001 par value, authorized 200,000 shares; no shares issued and outstanding as of June 30, 2006		—			—			—				*
Series B common stock, $0.0001 par value, authorized 65,217 shares; issued and outstanding 65,217 shares as of December 31, 2004, 2005 and June 30, 2006		7			7			7			—
Special junior stock, $0.0001 par value, authorized 6,902 shares; issued and outstanding 1,191 shares as of December 31, 2004, 2005 and June 30, 2006		—			—			—			—
Series D-1 preferred stock, $0.0001 par value, authorized 325 shares; issued and outstanding 325 shares as of December 31, 2004, 2005 and June 30, 2006		—			—			—			—
Series D-2 preferred stock, $0.0001 par value, authorized 3,250 shares; issued and outstanding 119 shares, 156 shares and 192 shares as of December 31, 2004, 2005 and June 30, 2006		2			2			2			—
Preferred stock, $0.0001 par value, authorized 25,000 shares; no shares issued and outstanding as of June 30, 2006		—			—			—			—
Unearned stock compensation		(506	)		(403	)		(276	)		(276	)
Additional paid in capital		—			—			—				*
Accumulated deficit		(144,992	)		(189,721	)		(202,145	)		(202,145	)
Accumulated other comprehensive income		619			751			1,035			1,035
Total shareholders’ deficit		(144,866	)		(189,360	)		(201,373	)		(201,373	)
Total liabilities, preferred stock and shareholders’ deficit	$	152,250		$	163,222		$	158,916		$	158,916

* To be determined immediately prior to the registration statement being deemed effective and will be based on the reorganization merger.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

In Thousands, Except Per Share Amounts

	For the years ended December 31,									For the six months ended June 30,
	2003			2004			2005			2005			2006
	(restated)			(restated)			(restated)			(unaudited)			(unaudited)
Revenues	$	69,840		$	91,449		$	105,414		$	51,869		$	54,156
Costs and operating expenses:
Cost of revenues, exclusive of depreciation and amortization		32,333			43,652			54,800			25,919			29,399
Sales and marketing		6,883			10,765			9,846			5,048			6,120
General and administrative		7,090			9,768			9,568			4,046			5,072
Depreciation and amortization		18,509			27,705			30,206			16,986			11,518
Lease litigation settlement		—			6,629			—			—			—
Asset impairment		—			1,015			2,140			2,140			2,193
Total costs and operating expenses		64,815			99,534			106,560			54,139			54,302
Operating income (loss)		5,025			(8,085	)		(1,146	)		(2,270	)		(146	)
Interest income		121			140			106			74			51
Interest expense		(3,573	)		(5,374	)		(9,356	)		(4,118	)		(5,835	)
Loss from debt extinguishment		(342	)		(409	)		(769	)		—			—
Other income (expense), net		78			(192	)		166			334			144
Income (loss) from continuing operations before minority interest and income taxes		1,309			(13,920	)		(10,999	)		(5,980	)		(5,786	)
Minority interest in net income of consolidated partnership		(2,052	)		(380	)		—			—			—
Provision for income taxes		(80	)		(63	)		(69	)		(96	)		(60	)
Loss from continuing operations		(823	)		(14,363	)		(11,068	)		(6,076	)		(5,846	)
Income (loss) from discontinued operations		(2,331	)		891			(206	)		(205	)		—
Net loss		(3,154	)		(13,472	)		(11,274	)		(6,281	)		(5,846	)
Preferred stock accretions and dividends		(15,120	)		(16,938	)		(33,691	)		(8,950	)		(6,578	)
Net loss, attributable to common shareholders	$	(18,274	)	$	(30,410	)	$	(44,965	)	$	(15,231	)	$	(12,424	)
Income (loss) per share—basic and diluted:
Continuing operations, attributable to common shareholders	$	(0.15	)	$	(0.29	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Discontinued operations	$	(0.02	)	$	0.01		$	—		$	—		$	—
Net loss, attributable to common shareholders	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Weighted average shares outstanding		107,787			107,787			107,787			107,787			107,575
Pro forma (unaudited) loss per share—basic and diluted, (NOTE 1):
Continuing operations, attributable to common shareholders									*						*
Discontinued operations									*						*
Net loss, attributable to common shareholders									*						*

* To be determined immediately prior to the registration statement being deemed effective and will be based on the reorganization merger.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2006 (unaudited)

In Thousands, Except Per Share Amounts

	Common Stock			Series B Common Stock			Special Junior Stock			Series D-1 and D-2 Preferred Stock			Additional Paid-In Capital			Unearned Comp- ensation			Accumulated Other Compre- hensive Income		Accumul- ated Deficit			Total Shareholders’ Deficit
	Shares	Amount		Units	Amount		Units	Amount		Units	Amount
Balance as of January 1, 2003 as previously reported	42,569	$	4	65,217	$	7	1,191	$	—	—	$	—	$	26,062		$	—		$	67	$	(123,058	)	$	(96,918	)
Restatement adjustment	—		—	—		—	—		—	—		—		—			—			—		(259	)		(259	)
Balance as of January 1, 2003, (restated)	42,569	$	4	65,217	$	7	1,191	$	—	—	$	—	$	26,062		$	—		$	67	$	(123,317	)		$(97,177	)
Accretion of Series B convertible preferred stock	—		—	—		—	—		—	—		—		(11,654	)		—			—		—			(11,654	)
Accretion of Series D redeemable preferred stock	—		—	—		—	—		—	—		—		(3,466	)		—			—		—			(3,466	)
Issuance of Series D-1 and D-2 preferred shares	—		—	—		—	—		—	334		—		—			—			—		—			—
Issuance of stock options, net of forfeitures (restated)	—		—	—		—	—		—	—		—		976			(976	)		—		—			—
Amortization of unearned compensation (restated)	—		—	—		—	—		—	—		—		—			209			—		—			209
Comprehensive loss
Net loss (restated)	—		—	—		—	—		—	—		—		—			—			—		(3,154	)		(3,154	)
Currency translation adjustments	—		—	—		—	—		—	—		—		—			—			—		—			—
Comprehensive loss (restated)																									(3,154	)
Balance as of December 31, 2003 (restated)	42,569	$	4	65,217	$	7	1,191	$	—	334	$	—	$	11,918		$	(767	)	$	67	$	(126,471	)	$	(115,242	)
Accretion of Series B convertible preferred stock	—		—	—		—	—		—	—		—		(7,199	)		—			—		(5,020	)		(12,219	)
Accretion of Series D redeemable preferred stock	—		—	—		—	—		—	—		—		(4,719	)		—			—		—			(4,719	)
Issuance of Series D-2 preferred shares	—		—	—		—	—		—	110		2		—			—			—		—			2
Stock option forfeitures (restated)	—		—	—		—	—		—	—		—		—			29			—		(29	)		—
Amortization of unearned compensation (restated)	—		—	—		—	—		—	—		—		—			232			—		—			232
Comprehensive loss
Net loss (restated)	—		—	—		—	—		—	—		—		—			—			—		(13,472	)		(13,472	)
Currency translation adjustments	—		—	—		—	—		—	—		—		—			—			552		—			552
Comprehensive loss (restated)																									(12,920	)
Balance as of December 31, 2004 (restated)	42,569	$	4	65,217	$	7	1,191	$	—	444	$	2		—		$	(506	)	$	619	$	(144,992	)	$	(144,866	)

F-5

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2006 (unaudited)

In Thousands, Except Per Share Amounts

	Common Stock				Series B Common Stock			Special Junior Stock			Series D-1 and D-2 Preferred Stock			Additional Paid-In Capital		Unearned Comp- ensation			Accumulated Other Compre- hensive Income		Accumul- ated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Units	Amount		Units	Amount		Units	Amount
Balance as of December 31, 2004 (restated)	42,569		$	4	65,217	$	7	1,191	$	—	444	$	2	$	—	$	(506	)	$	619	$	(144,992	)		(144,866	)
Accretion of Series B convertible preferred stock	—			—	—		—	—		—	—		—		—		—			—		(12,821	)		(12,821	)
Accretion of Series D redeemable preferred stock	—			—	—		—	—		—	—		—		—		—			—		(4,870	)		(4,870	)
Issuance of Series D-2 preferred shares	—			—	—		—	—		—	37		—		—		—			—		—			—
Issuance of stock options, net of forfeitures (restated)	—			—	—		—	—		—	—		—		—		(236	)		—		236			—
Amortization of unearned compensation (restated)	—			—	—		—	—		—	—		—		—		339			—		—			339
Accretion of series C preference payment	—			—	—		—	—		—	—		—				—			—		(16,000	)		(16,000	)
Comprehensive loss
Net loss (restated)	—			—	—		—	—		—	—		—		—		—			—		(11,274	)		(11,274	)
Currency translation adjustments	—			—	—		—	—		—	—		—		—		—			132		—			132
Comprehensive loss (restated)																									(11,142	)
Balance as of December 31, 2005 (restated)	42,569		$	4	65,217	$	7	1,191	$	—	481	$	2	$	—	$	(403	)	$	751	$	(189,721	)	$	(189,360	)
Accretion of Series B convertible preferred stock (unaudited)	—			—	—		—	—		—	—		—		—		—			—		(6,578	)		(6,578	)
Issuance of Series D-2 preferred shares (unaudited)	—			—	—		—	—		—	36		—		—		—			—		—			—
Stock compensation (unaudited)	—			—	—		—	—		—	—		—		—		127			—		—			127
Purchase and retirement of stock (unaudited)	(274	)		—	—		—	—		—	—		—		—		—			—		—			—
Comprehensive loss (unaudited)
Net loss (unaudited)	—			—	—		—	—		—	—		—		—		—			—		(5,846	)		(5,846	)
Currency translation adjustments	—			—	—		—	—		—	—		—		—		—			284		—			284
Comprehensive loss (unaudited)																									(5,562	)
Balance as of June 30, 2006 (unaudited)	42,295		$	4	65,217	$	7	1,191	$	—	517	$	2	$	—	$	(276	)	$	1,035	$	(202,145	)	$	(201,373	)

The accompanying notes are an integral part of these financial statements.

F-6

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

	For the years ended December 31,									For the six months ended June 30,
	2003			2004			2005			2005			2006
	(restated)			(restated)			(restated)			(unaudited)			(unaudited)
Cash flows from operating activities
Net loss	$	(3,154	)	$	(13,472	)	$	(11,274	)	$	(6,281	)	$	(5,846	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation		17,457			21,032			21,521			12,573			7,524
Amortization of debt issuance costs		863			989			1,100			641			420
Amortization of other intangible assets		1,386			6,673			8,686			4,451			3,994
Minority interest in net income of consolidated partnership		2,052			380			—			—			—
Stock compensation expense		209			232			339			191			127
Realized gain on foreign currency		—			—			(68	)		(18	)		—
Loss on debt extinguishment		342			409			769			—			—
Provision for bad debts		537			555			1,483			250			369
Deferred rent		675			1,579			1,943			964			1,048
Change in fair value of derivative asset and derivative liability		(127	)		(248	)		(131	)		(68	)		(1,385	)
Asset impairment		—			1,015			2,140			2,140			2,193
Loss on disposal of fixed assets		1,231			21			99			—			—
Changes in operating assets and liabilities, net of acquired amounts
(Increase) decrease in accounts receivable		(933	)		(1,433	)		(1,468	)		31			(359	)
(Increase) decrease in prepaids and other assets		72			(212	)		222			742			(251	)
(Increase) decrease in other long term assets		453			(254	)		301			(309	)		—
Increase (decrease) in accounts payable, accrued expenses and other liabilities		569			2,075			484			(1,672	)		130
Increase (decrease) in unearned revenue		(907	)		(1,696	)		(813	)		(721	)		724
Net cash provided by operating activities		20,725			17,645			25,333			12,914			8,688
Cash flows from investing activities
Purchase of property and equipment		(5,539	)		(11,791	)		(16,996	)		(8,177	)		(11,554	)
Proceeds from sale of property and equipment		576			—			—			—			—
Acquisitions, net of cash acquired		(40,742	)		(26,839	)		(24,520	)		(24,520	)		—
Decrease in restricted cash		1,105			100			—			—			—
Net cash used in investing activities		(44,600	)		(38,530	)		(41,516	)		(32,697	)		(11,554	)
Cash flows from financing activities
Principal payments under short-term debt		—			(3,776	)		—			—			—
Principal payments under long-term debt		(4,500	)		(38,034	)		(91,363	)		(11,338	)		(125	)
Proceeds from long-term debt		5,000			70,000			167,000			22,000			—
Proceeds from issuance and sale of Series D redeemable and Series D-1 preferred stock, net of issuance costs		43,904			(190	)		—			—			—
Repurchase of Series D redeemable preferred stock		(12,740	)		—			(43,922	)		—			—
Payment of Series C preferred stock liquidation preference		—			—			(16,000	)		—			—
Distributions to minority interest holders in consolidated partnership		(2,381	)		(585	)		—			—			—
Principal payments under capital lease		(132	)		—			—			—			—
Capitalized public offering costs		—			—			—			—			(51	)
Debt issuance costs		(452	)		(3,486	)		(2,840	)		(32	)		(137	)
Net cash provided by (used in) financing activities		28,699			23,929			12,875			10,630			(313	)
Net increase (decrease) in cash and cash equivalents		4,824			3,044			(3,308	)		(9,153	)		(3,179	)
Effect of exchange rate changes on cash		1			(1	)		18			2			19
Cash and cash equivalents
Beginning of the period		5,839			10,664			13,707			13,707			10,417
End of the period	$	10,664		$	13,707		$	10,417		$	4,556		$	7,257
Supplemental disclosure of cash flow information
Cash paid for interest	$	2,862		$	4,393		$	7,098		$	4,975		$	7,297
Cash paid for taxes	$	—		$	—		$	88		$	—		$	—
Supplemental schedule of non-cash investing and financing activities
Purchase of property and equipment included in accounts payable	$	965		$	658		$	3,537		$	1,140		$	2,641
Issuance of note payable for acquisition	$	—		$	3,776		$	—		$	—		$	—
Issuance of note payable for accreted dividends on preferred stock	$	106		$	—		$	—		$	—		$	—
Liabilities assumed in connection with acquisitions	$	206		$	1,895		$	1,456		$	1,456		$	—

The accompanying notes are an integral part of these financial statements.

F-7

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

1.    Organization

Description of Business

Switch & Data Facilities Company, Inc. and Subsidiaries (hereafter “the Company”) was incorporated in Delaware in March 2000. The initial parent company, Switch & Data Facilities Company, LLC (“LLC”), was formed in March of 1998 as a Delaware Limited Liability Company. In March 2000, the members of the LLC exchanged their interests for shares in the Company. The Company is a leading provider of network neutral interconnection and colocation services primarily to Internet dependent businesses including telecommunications carriers, Internet service providers (“ISPs”), online content providers and enterprises. As of June 30, 2006, the Company provides services through 34 facilities in 23 markets.

Reorganization Merger (Unaudited)

Immediately prior to the effectiveness of the Registration Statement, a reorganization merger will occur whereby Switch & Data Facilities Company, Inc. will merge with and into its wholly owned subsidiary Switch and Data, Inc. Upon such merger, the holders of Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series C Redeemable Preferred Stock and Series B Convertible Preferred Stock of Switch & Data Facilities Company, Inc. will receive common shares in Switch and Data Inc. equal to their respective liquidation preferences contemplated by the Fourth Amended and Restated Investors Agreement dated March 13, 2003 as amended. Holders of Series D-2 Preferred Stock Options of Switch & Data Facilities Company, Inc. are expected to receive common stock options of Switch and Data, Inc. of equal fair value at the date of the merger. The existing Common Stock, Series B Common Stock, Special Junior Stock, and common stock options of Switch & Data Facilities Company, Inc. are expected to be cancelled by operation of the merger agreement and holders of those instruments are not expected to receive any consideration for their ownership interests.

The merger will be reflected in the accompanying financial statements as a fair value exchange at the date of the merger with the difference between the fair value of the equity instruments and their respective book values being recorded as a deemed dividend. The unaudited pro forma information in the accompanying balance sheets and statements of operations assumes the consummation of the merger agreement as described.

Unaudited Pro Forma Net Loss per Share

Pro forma basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares giving retroactive effect to any changes in the Company’s capital structure in connection with the reorganization merger discussed above which includes: i) the conversion of the outstanding preferred stock into common stock of the surviving corporation in the merger; ii) the elimination of accretion and dividends on existing preferred shares; and iii) the cancellation of the shares of existing common stock.

2.    Restatement of Previously Reported Financial Statements

During the course of preparing its financial statements for the initial public offering, the Company discovered errors in its previously reported financial statements. As a result, management concluded that the Company would restate its 2003, 2004 and 2005 financial

statements. The errors which have been corrected principally relate to: i) charges and expenses

F-8

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

included in discontinued operations which should have been recorded in continuing operations, ii) incorrect treatment of debt issuance costs upon modification or extinguishment of debt instruments, and iii) the recognition of compensation expense for certain option grants to employees of the Company.

Except as otherwise noted all information presented in these financial statements and the related notes include all such restatements.

The following table shows the effect of the restatement on the affected line items in the Company’s results of operations:

	For the years ended December 31,
	2003, as previously reported			2003, as restated			2004, as previously reported			2004, as restated			2005, as previously reported			2005, as restated
Cost of revenues, exclusive of depreciation and amortization	$	32,107		$	32,333		$	43,640		$	43,652		$	54,789		$	54,800
Sales and marketing	$	6,767		$	6,883		$	10,634		$	10,765		$	9,714		$	9,846
General and administrative	$	6,435		$	7,090		$	8,904		$	9,768		$	9,176		$	9,568
Depreciation and amortization	$	18,509		$	18,509		$	27,705		$	27,705		$	30,349		$	30,206
Lease litigation settlement	$	—		$	—		$	—		$	6,629		$	—		$	—
Asset impairment	$	—		$	—		$	1,015		$	1,015		$	1,997		$	2,140
Total costs and operating expenses	$	63,817		$	64,815		$	91,898		$	99,534		$	106,025		$	106,560
Operating income (loss)	$	6,023		$	5,025		$	(449	)	$	(8,085	)	$	(610	)	$	(1,146	)
Interest income	$	121		$	121		$	314		$	140		$	106		$	106
Interest expense	$	(3,686	)	$	(3,573	)	$	(5,242	)	$	(5,374	)	$	(8,966	)	$	(9,356	)
Loss from debt extinguishment	$	—		$	(342	)	$	(2,069	)	$	(409	)	$	(3,588	)	$	(769	)
Other income (expense)	$	98		$	78		$	(1,870	)	$	(192	)	$	166		$	166
Income (loss) from continuing operations before minority interest and income taxes	$	2,556		$	1,309		$	(9,316	)	$	(13,920	)	$	(12,892	)	$	(10,999	)
Income (loss) from continuing operations	$	425		$	(823	)	$	(9,759	)	$	(14,363	)	$	(12,961	)	$	(11,068	)
Income (loss) from discontinued operations	$	(2,556	)	$	(2,331	)	$	(5,083	)	$	891		$	(40	)	$	(206	)
Net loss	$	(2,132	)	$	(3,154	)	$	(14,843	)	$	(13,472	)	$	(13,001	)	$	(11,274	)
Net loss, attributable to common shareholders	$	(17,252	)	$	(18,274	)	$	(31,781	)	$	(30,410	)	$	(46,692	)	$	(44,965	)
Income (loss) per share—basic and diluted:
Continuing operations, attributable to common shareholders	$	(0.14	)	$	(0.15	)	$	(0.25	)	$	(0.29	)	$	(0.43	)	$	(0.42	)
Discontinued operations	$	(0.02	)	$	(0.02	)	$	(0.04	)	$	0.01		$	(0.00	)	$	(0.00	)
Net loss, attributable to common shareholders	$	(0.16	)	$	(0.17	)	$	(0.29	)	$	(0.28	)	$	(0.43	)	$	(0.42	)

F-9

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The following table shows the effect of the restatement on the affected line items included in the Company’s financial position:

	As of December 31,
	2004, as previously reported			2004, as restated			2005, as previously reported			2005, as restated
Cash and cash equivalents	$	13,540		$	13,707		$	10,417		$	10,417
Total current assets	$	20,457		$	20,623		$	18,414		$	18,414
Other long term assets, net	$	4,363		$	4,726		$	3,095		$	5,690
Total assets	$	151,720		$	152,250		$	160,627		$	163,222
Unearned stock compensation	$	—		$	(506	)	$	—		$	(403	)
Accumulated deficit	$	(146,028	)	$	(144,992	)	$	(192,720	)	$	(189,721	)
Total shareholders’ deficit	$	(145,396	)	$	(144,866	)	$	(191,957	)	$	(189,360	)
Total liabilities, preferred stock and shareholders’ deficit	$	151,720		$	152,250		$	160,627		$	163,222

In addition, the accumulated deficit as of January 1, 2003 was restated to reflect the correction of an error for the Company’s accounting for debt issue costs related to periods prior to 2003 which resulted in an increase to total shareholders’ deficit of $0.3 million.

The following table shows the effect of the restatement on the affected line items included in the Company’s cash flows:

	For the years ended December 31,
	2003, as previously reported			2003, as restated			2004, as previously reported			2004, as restated			2005, as previously reported			2005, as restated
Cash flows from operating activities
Net loss	$	(2,132	)	$	(3,154	)	$	(14,843	)	$	(13,472	)	$	(13,001	)	$	(11,274	)
Depreciation	$	17,457		$	17,457		$	21,032		$	21,032		$	21,664		$	21,521
Amortization of debt issuance costs	$	975		$	863		$	857		$	989		$	804		$	1,100
Stock compensation expense	$	—		$	209		$	—		$	232		$	—		$	339
Loss on debt extinguishment	$	—		$	342		$	2,069		$	409		$	3,588		$	769
Asset impairment	$	—		$	—		$	1,015		$	1,015		$	1,997		$	2,140
(Increase) decrease in other long term assets	$	603		$	453		$	(254	)	$	(254	)	$	152		$	301
Net cash provided by operating activities	$	21,458		$	20,725		$	17,570		$	17,645		$	25,640		$	25,333
Cash flows from financing activities
Debt issuance costs	$	(1,185	)	$	(452	)	$	(3,577	)	$	(3,486	)	$	(2,981	)	$	(2,840	)
Net cash provided by financing activities	$	27,966		$	28,699		$	23,838		$	23,929		$	12,735		$	12,875
Net increase (decrease) in cash and cash equivalents	$	4,824		$	4,824		$	2,878		$	3,044		$	(3,141	)	$	(3,308	)
Beginning of the period	$	5,839		$	5,839		$	10,664		$	10,664		$	13,540		$	13,707
End of the period	$	10,664		$	10,664		$	13,540		$	13,707		$	10,417		$	10,417

F-10

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The following table presents the impact of the restatement adjustments on previously reported consolidated net loss:

	For the years ended December 31,
	2003			2004			2005
Net loss, previously reported	$	(2,132	)	$	(14,843	)	$	(13,001	)
Restatement adjustments:
Debt issue costs		(813	)		1,437			2,232
Stock-based compensation		(209	)		(232	)		(339	)
Discontinued operations		—			166			(166	)
Total adjustments:		(1,022	)		1,371			1,727
Net loss, restated	$	(3,154	)	$	(13,472	)	$	(11,274	)

Discussion of Restatement Items

Debt Issue Costs: As noted in Note 7, the Company has term loan and revolving debt agreements with a syndicate of banks. During the five year period ended December 31, 2005, several modifications were made to these debt agreements. In conjunction with the modifications, the Company incurred certain costs which were deferred and capitalized. The Company has corrected its financial statements to comply with Emerging Issue Task Force 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments and 98-14, Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements which require an assessment as to whether the modifications of the agreements should be accounted for as debt extinguishments or debt modifications. The unamortized costs related to the original borrowings and the costs incurred at the modification dates were reviewed to determine whether they should continue to be capitalized or expensed in whole or in part. As a result of this review, certain costs incurred that were previously capitalized have now been expensed as general and administrative expenses, certain amounts previously recorded as debt extinguishments have been corrected to capitalize such costs as debt modifications and the associated amortization of debt issuance costs has been corrected. The Company corrected its financial statements to reflect the appropriate financing costs in the consolidated statements of operations.

The following table shows the effects of the restatement of debt extinguishment costs to the corresponding line items of the Company’s results of operations, for the years indicated:

	2003			2004			2005
General and administrative	$	584		$	91		$	197
Interest expense	$	113		$	(132	)	$	(390	)
Loss from debt extinguishment	$	(342	)	$	1,660		$	2,819
Net income (loss)	$	(813	)	$	1,437		$	2,232
Net income (loss) per share	$	(0.01	)	$	0.01		$	0.02

Stock-Based Compensation: The Company determined that it had improperly valued its Series D-2 Preferred Stock when calculating stock-based compensation expense in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”) regarding stock option grants issued during the years ended December 31, 2003 and 2004. In addition, the Company did not appropriately determine the grant date for Series D-2 Preferred Stock options to certain employees during the year ended December 31, 2004.

F-11

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The following table shows the effects of the restatement of stock-based compensation expense to the corresponding line items of the Company’s results of operations for the years indicated:

	2003			2004			2005
Cost of revenues, exclusive of depreciation and amortization	$	20		$	11		$	11
Sales and marketing	$	116		$	132		$	132
General and administrative	$	73		$	89		$	196
Net loss	$	(209	)	$	(232	)	$	(339	)

Discontinued Operations: The Company had included certain charges within discontinued operations in the consolidated statements of operations for the years ended December 31, 2003 and 2004 when those charges and expenses related to activities that did not meet the criteria for classification as discontinued operations pursuant to Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“FAS 144”) as they did not relate to a component of the Company. In addition, the Company reduced certain accruals in 2005 related to a discontinued operation which should have been reversed in 2004.

The following table shows the effects of the restatement of discontinued operations to the corresponding line items of the Company’s results of operations for the years indicated:

	2003		2004			2005
Cost of revenues, exclusive of depreciation and amortization	$	206	$	1		$	—
General and administrative	$	—	$	682		$	—
Lease litigation settlements	$	—	$	6,629		$	—
Interest income	$	—	$	(175	)	$	—
Other income (expense)	$	20	$	(1,678	)	$	—
Income (loss) from discontinued operations	$	226	$	5,975		$	(166	)
Net loss	$	—	$	166		$	(166	)

F-12

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

3.    Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Switch & Data Facilities Company, Inc., its wholly owned subsidiaries and a controlled partnership. The partnership was consolidated by the Company because it exercised unilateral control over the activities of the partnership pursuant to the terms of the partnership agreement. The Company purchased all minority ownership interests in the partnership in February 2004. All significant intercompany balances and transactions were eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of money market instruments.

Property and Equipment

Property and equipment are stated at original cost. The Company commences depreciation when the assets are placed in service. Equipment and furniture are depreciated on a straight-line basis over their estimated useful life of five to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the related lease (including renewal periods, which are reasonably assured) or the estimated life of the asset. Expenditures for improvements that significantly add to productive capacity or extend the useful life of an asset are capitalized. At the time property is retired, or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in earnings. Repairs and maintenance are expensed when incurred. Prepaid maintenance contracts for property and equipment are amortized over the appropriate service period.

Capitalization of Interest

The Company capitalizes interest on projects that qualify for interest capitalization under Statement of Financial Accounting Standards No. 34, Capitalization of Interest Costs, as amended. Capitalized interest is captured within construction in progress and is depreciated over the assets useful life once the project is complete.

Goodwill, Intangible Assets and Other Long-Term Assets

Goodwill represents the purchase price, including acquisition related costs, in excess of the fair values of identifiable tangible and intangible acquired assets and liabilities in business combinations accounted for as purchases. The Company accounts for its goodwill and other intangible assets under Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, (“FAS 142”). Under FAS 142 goodwill is not amortized, but it is tested for impairment at least annually. Each year, during the third quarter, the Company tests for impairment of goodwill according to a two-step approach. In the first step, the Company tests for impairment of goodwill by estimating the fair values of each facility using the present value of future cash flows approach. If the carrying amount exceeds the fair value, the second step of

F-13

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the facility in the first step less the fair values of all other net tangible and intangible assets of the facility. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Goodwill of a facility is also tested for impairment, between annual tests, if an event occurs or circumstances change that would more likely than not reduce the fair value of a facility below its carrying value. The Company completed its review of goodwill reported for each facility during 2003, 2004 and 2005, and no impairment was recorded.

Other intangible assets consist of contract-based and customer-based assets recorded through acquisitions or other purchases and are unique to the acquired facility. These assets are amortized using the straight-line method over the shorter of their estimated periods of benefit or the lease term of the acquired facility, ranging from two to twelve years. No residual value is estimated for these assets. Assets are reevaluated whenever circumstances indicate that revised estimates of useful lives or impairment may be warranted.

Other long-term assets consist of costs related to the issuance of debt. These assets are capitalized and amortized to interest expense using the effective interest method over the life of the related debt.

Impairment of Long-Lived Assets

The Company reviews all long-lived assets, which consist primarily of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows to be generated by the asset. Impairment is measured by the amount by which the carrying amount of the assets exceeds their fair value.

Derivative Financial Instruments

Derivative instruments are recorded in the balance sheet as either assets or liabilities, measured at fair value. Changes in fair value are recognized currently in earnings. The Company utilizes interest rate derivatives to convert a portion of its floating rate debt to fixed rate debt and did not qualify to apply hedge accounting. The interest rate differentials to be paid or received under such derivatives and the changes in the fair value of the instruments are recognized over the life of the agreements as adjustments to interest expense. The principle objectives of the derivative instruments are to minimize the risks and reduce the expenses associated with financing activities. The Company does not use financial instruments for trading purposes.

Customer Security Deposits

The Company collects security deposits from certain customers based on a credit review of the customer. Security deposits are classified as short term when the underlying customer contract is scheduled to renew within the next twelve months or the customer contract is on a month to month term.

F-14

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates of exchange in effect during the year. The resulting cumulative translation adjustments have been recorded as a separate component of shareholders’ deficit in other comprehensive income.

Stock-Based Compensation

The Company adopted at January 1, 2006, the provisions for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123 (Revised), Share-Based Payment (“FAS 123R”). The Company is required to utilize the prospective method, under which prior periods are not revised for comparative purposes. Under the fair value recognition provisions of this statement, stock-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 the award using an option-pricing model and is recognized as expense over the requisite service period, which is generally the vesting period.

Prior to the adoption of FAS 123R, the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“FAS 123”). The total intrinsic value of stock options exercised during the six months ended June 30, 2006 was approximately $1,338 (unaudited). As of June 30, 2006, there was approximately $276 (unaudited) of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock based compensation plans; that cost is to be recognized over a weighted average period of less than one year.

Stock-based awards to non-employees are accounted for under the provisions of Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.

The Company currently uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards is based on number of complex assumptions. These assumptions include the fair value of the underlying stock; the expected term of options, the risk-free interest rate and expected dividends. If factors change and the Company employs different assumptions for estimating stock-based compensation expense in future periods or if it decides to use a different valuation model in the future, the future periods may differ significantly from what the Company has recorded in the current period and could materially affect its operating results, net income or loss and net income or loss per share.

F-15

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

Through December 31, 2005, the Company applied APB 25 for the purpose of determining net income and to present pro forma disclosures required by FAS 123. The fair value of each option grant was based on the minimum value method with the following assumptions used for options granted during the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2005 and 2006:

	For the years ended December 31,					For the six months ended June 30,
	2003		2004		2005	2005	2006
	(restated)		(restated)		(restated)	(unaudited)	(unaudited)
Risk-free interest rate	2.62	%	4.00	%	No grants	No grants	No grants
Expected life of the options	4 years		7.25 years		No grants	No grants	No grants
Expected stock price volatility	—		—		No grants	No grants	No grants
Expected dividend yield	None		None		No grants	No grants	No grants

The weighted-average estimated fair value of stock options granted was $3.09 per share for the year ended December 31, 2003 and $6.20 per share for the year ended December 31, 2004. No options were granted in 2005 and no options have been granted in 2006.

The table below illustrates the effect on net loss per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based compensation:

	For the years ended December 31,									For the six months ended June 30, 2005
	2003			2004			2005
	(restated)			(restated)			(restated)			(unaudited)
Net loss attributable to common stockholders as reported	$	(18,274	)	$	(30,410	)	$	(44,965	)	$	(15,231	)
Add: Stock-based compensation expense included in reported net loss, net of related tax effects		209			232			339			191
Deduct: Total stock-based compensation expense determined under the minimum value method for all grants, net of related tax effects		(209	)		(395	)		(725	)		(490	)
Pro forma net loss attributable to common stockholders	$	(18,274	)	$	(30,573	)	$	(45,351	)	$	(15,530	)
Net loss attributable to common stockholders per share:
Basic and diluted as reported	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)
Basic and diluted pro forma	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)
Weighted average shares		107,787			107,787			107,787			107,787

Redeemable and Convertible Preferred Stock

The Company has issued various classes of preferred stock. The carrying value of the Series B Convertible Preferred Stock and the Series D Redeemable Preferred Stock (the Series D Stock was redeemed on October 13, 2005) are increased by periodic accretions so that the carrying amounts will equal the redemption amount at the redemption date, which is determined pursuant to various agreements underlying the Company’s share issuances. Since the Series C

F-16

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

Preferred shares do not become redeemable until a liquidation event occurs, the Company does not periodically accrete the cumulative dividends on these shares. The Company made a $16,000 preference payment to the holders of the Series C Preferred Stock on October 13, 2005, and recorded the accretion to this date. The accreted amounts are recorded to additional paid-in capital or accumulated deficit.

Earnings Per Share

The Company computes net income (loss) per share in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share (“FAS 128”) and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). Under the provisions of FAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders, including both net loss and dividends on preferred instruments, for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the number of common and potential common shares outstanding during the period. During the period when they would be anti-dilutive, potential common shares are not considered in the computations.

Revenue Recognition

The Company generates more than 90% of its revenue from providing interconnection and colocation services. The balance of revenues is provided from services for technical support and installation services. Customers typically execute purchase orders, governed by the terms and conditions of a master service agreement, for one to three years for colocation services. Interconnection services are typically provided either on a month-to-month basis or under a one year term. The Company bills such customers on a monthly or quarterly basis and recognizes the revenue on a straight line basis over the life of the contract. Services for technical support or installation services are billed at the time the services are provided. Such revenues are either recognized at the time the services are provided if such service is not related to a long term contract or if such services are related to a long term contract then the revenues are recognized on a straight line basis over the life of the contract. Unrecognized revenues are recorded as unearned revenue in the accompanying consolidated balance sheets.

The Company guarantees certain service levels, such as uptime, as outlined in customer contracts. To the extent these service levels are not achieved, the Company reduces revenue for any credits given to the customer. There have been no significant service level credits recorded in the periods presented.

Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the receivable is reasonably assured. The Company regularly assesses collectibility of accounts receivable from customers based on a number of factors, including prior history with the customer and the credit status of the customer. If the Company determines that collection of revenue from a customer is not reasonably assured, the Company does not recognize revenue until collection becomes reasonably assured, which is generally upon receipt of cash. The Company also maintains an allowance for doubtful accounts for accounts receivable for which management believes such receivables are uncollectible. Management analyzes accounts receivable, bankruptcy filings, historical bad debts, customer credit-worthiness and changes in customer payment patterns when evaluating revenue recognition and the adequacy of the

F-17

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

Company’s reserves. A specific bad debt reserve is accrued for specifically identifiable receivables that become uncollectible. A general reserve is established for all other accounts based on the age of the invoices. Delinquent account balances are written-off after a determination that the likelihood of collection is not probable.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at year-end using enacted tax rates in effect for the period in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more likely than not that is expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities.

Advertising, Promotion and Marketing Expenses

All costs associated with advertising, promotion and marketing are expensed when the related activities occur. Advertising, promotion and marketing expenses for the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2005 and 2006 were approximately $400, $812, $837, $424 (unaudited) and $466 (unaudited) respectively, and are included in sales and marketing expenses.

Lease Expense

Lease expense for the Company’s real estate leases, which generally have escalating lease payments over the term of the lease, is recorded on a straight-line basis over the lease term, as defined in Statement of Financial Accounting Standards No. 13, Accounting for Leases. Certain leases include renewal options that, at the inception of the lease, are considered reasonably assured of being renewed. The lease term begins when the Company has the right to control the use of the leased property, which is typically before lease payments are due under the terms of the lease. The difference between the expense recorded in the consolidated statements of operations and the amount paid is recorded as deferred rent and is included in the consolidated balance sheets.

Segment Information

The Company manages its business as one reportable segment. Although the Company provides colocation services in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets, including the nature of the services provided and the type of customers purchasing such services.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and

F-18

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements.

Concentrations of Credit Risk

Concentrations of credit risk generally arise from accounts receivable and cash balances. The Company provides interconnection and colocation services to customers ranging in size from small entrepreneurial entities to national and international corporations. The Company’s facilities are located throughout the United States of America and in Toronto, Canada, which management believes provides diversification with respect to the Company’s exposure to economic risks in any particular location.

The Company attempts to limit its credit risk associated with cash and cash equivalents by keeping deposits in major financial institutions. Management believes the financial institutions that hold the Company’s cash balances are financially stable and, therefore, minimal credit risk exists with respect to these cash balances. At period-end, cash balances were in excess of Federal Deposit Insurance Corporation (FDIC) insured limits.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable net of the allowance for doubtful accounts, other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short-term nature.

The fair value of the long-term debt is estimated based on the current rates offered to the Company for similar debt. Due to the variable nature of the interest rates, the carrying amounts of the Company’s long-term debt approximate fair value. The fair value of financial hedge instruments are stated at their estimated fair value based on market prices from brokers for those or similar instruments.

Recent Accounting Pronouncements

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections—A Replacement of APB Opinion No. 20 and FASB Statement No. 3, (“FAS 154”). The new standard changes the requirements for the accounting for and reporting of a change in accounting principle. Among other changes, FAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. FAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously reported financial statements should be termed a “restatement.” FAS 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005.

F-19

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

In June 2005, the FASB’s Emerging Issues Task Force reached a consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination, (“EITF 05-6”). This guidance requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are reasonably assured at the date of the business combination or asset purchase. The guidance is applicable only to leasehold improvements that are purchased or acquired in reporting periods beginning after June 29, 2005.

4.    Acquisitions

On January 1, 2005, the Company purchased all of the outstanding stock of LayerOne, Inc. (“LayerOne”), which operated three colocation facilities in the United States. The purchase price was approximately $25,976, net of cash received, assumed liabilities of $1,456 and expenses of the transaction of $563. Approximately $1,250 of the purchase price was placed in an escrow account for future contingencies. The weighted average amortization period of the amortizable intangible assets acquired is approximately 10.9 years. The purchase price was allocated to property and equipment, other tangible assets, contract-based and customer-based intangible assets and goodwill based on their estimated fair value pursuant to the provisions of Statement of Financial Accounting Standards No. 141, Business Combinations (“FAS 141”). Goodwill is associated with the value of network density and the acquired workforce. The transaction was financed as a term loan drawn under the amended bank credit facility and with cash on hand.

On March 11, 2004, the Company purchased all of the outstanding stock of RACO Group, Inc. (“RACO”), which operated four colocation facilities in the United States and Canada. The purchase price was approximately $14,511, net of cash received, assumed liabilities of $1,259 and expenses of the transaction of $187. The weighted average amortization period of the amortizable intangible assets acquired is approximately 5.6 years. The purchase price was allocated to property and equipment, other tangible assets, and to contract-based and customer-based intangible assets based on their estimated fair value pursuant to the provisions of FAS 141. No goodwill was recorded as a result of this acquisition. The transaction was financed as a part of the term loan drawn under the amended bank credit facility, and the balance from existing working capital.

On February 28, 2004, the Company purchased all of the limited partnership interests in Switch & Data Facilities Site Two, LP (“Site Two”). Site Two was already included in the consolidated financial statements of the Company. The purchase price was approximately $13,200. There were no expenses capitalized in connection with this transaction. The purchase price in excess of the minority interest of approximately $10,715 was allocated to customer-based intangible assets based on the estimated fair value pursuant to the provisions of FAS 141. The amortization period of the amortizable intangible asset acquired is 4 years. No goodwill was recorded as a result of this acquisition. The transaction was financed as a part of the term loan drawn under the amended bank credit facility, and the balance from existing working capital.

On January 15, 2004, the Company purchased all of the outstanding stock of Meridian Telesis, Inc. (“Meridian”), a colocation facility in Philadelphia. The purchase price was

F-20

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

approximately $4,799, which included a $3,776 note payable, $100 cash consideration, assumed liabilities of approximately $636 and expenses of the transaction of $287. The weighted average amortization period of the amortizable intangible assets acquired is approximately 6 years. The purchase price was allocated to property and equipment, other tangible assets, and to contract-based and customer-based intangible assets based on their estimated fair value pursuant to the provisions of FAS 141. No goodwill was recorded as a result of this acquisition. Subsequent to the transaction, a $5,000 term loan drawn under the expanded bank credit facility satisfied the existing note payable.

On March 31, 2003, the Company purchased the assets and assumed certain liabilities of PAIX.net, Inc. (“PAIX”), including six internet exchanges. The total purchase price was approximately $42,448, which includes assumed liabilities of approximately $206 and expenses of the transaction of approximately $1,842. Approximately $1,500 of the total purchase price was paid during 2002 as a deposit, with the remainder paid in 2003. The purchase price was allocated to property and equipment, other tangible assets, and to contract-based and customer-based intangible assets based on their estimated fair value pursuant to the provisions of FAS 141. No goodwill was recorded as a result of this acquisition. The transaction was financed through the issuance of $32,500 of new preferred stock, a $5,000 term loan drawn under the expanded bank credit facility, and the balance from existing working capital.

Acquired assets and liabilities are as follows:

	PAIX.net, Inc.			Meridian Telesis, Inc.			RACO Group, Inc.			LayerOne, Inc.
Cash	$	—		$	—		$	435		$	1,198
Accounts receivable		2,031			57			1,127			1,300
Security deposits		341			—			101			69
Property and equipment		23,308			2,485			1,596			1,819
Intangible assets		16,768			2,220			11,650			13,038
Goodwill		—			—			—			9,750
Other assets		—			37			37			—
Accounts payable and accrued expenses		(206	)		(41	)		(230	)		(697	)
Deferred revenues		—			(432	)		(798	)		(759	)
Security deposits		—			(163	)		(89	)		—
Other liabilities		—			—			(142	)		—
Net assets acquired	$	42,242		$	4,163		$	13,687		$	25,718

The results of LayerOne, RACO, Meridian and PAIX have been included in the consolidated financial statements since their respective acquisition dates. The following unaudited pro forma financial information of the Company for the twelve months ended December 31, 2004 is presented as if the acquisitions of LayerOne and RACO had occurred as of January 1, 2004. The following unaudited pro forma financial information of the Company for the twelve months ended December 31, 2003 is presented as if the acquisitions of RACO, Meridian and PAIX had occurred as of January 1, 2003. The unaudited pro forma information is provided for informational purposes only. These pro forma results are based upon the respective historical

F-21

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

financial statements of the respective companies, and do not incorporate, nor do they assume, any benefits from cost savings or synergies of operations of the combined company. This pro forma information does not necessarily reflect the results of operations if the business had been managed by the Company during these periods and is not indicative of results that may be obtained in the future.

The pro forma combined results are as follows:

	For the year ended December 31, 2003			For the year ended December 31, 2004
	(unaudited)			(unaudited)
Revenue	$	85,572		$	100,378
Income (loss) from continuing operations	$	(3,873	)	$	(16,565	)
Net loss	$	(6,203	)	$	(15,673	)
Net loss, attributable to common shareholders	$	(21,323	)	$	(32,611	)
Basic and diluted loss per share attributable to common shareholders	$	(0.20	)	$	(0.30	)

5.    Property and Equipment, Net

Property and equipment consisted of the following:

	December 31,						June 30,
	2004			2005			2006
							(unaudited)
Equipment	$	62,832		$	70,379		$	70,437
Leasehold improvements		70,072			76,557			78,073
Furniture		1,007			1,563			1,595
Construction in progress		356			5,270			12,409
		134,267			153,769			162,514
Less: accumulated depreciation		(67,550	)		(89,006	)		(96,566	)
	$	66,717		$	64,763		$	65,948

During 2004, 2005 and 2006 the Company determined that property and equipment in certain facilities was impaired. Asset impairment charges, based on the fair value of the asset group impaired of approximately $0, $1,015 and $2,140 for the years ended December 31, 2003, 2004 and 2005, respectively, and approximately $2,140 (unaudited) and $2,193 (unaudited) for the six months ended June 30, 2005 and 2006, respectively, are reflected in the consolidated statements of operations.

The Company capitalized approximately $164 and $463 (unaudited) of interest related to an expansion project at its Palo Alto facility during the year ended December 31, 2005 and the six months ended June 30, 2006, respectively, as part of construction in progress.

Depreciation included in continuing operations for the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2005 and 2006, was approximately $17,123, $21,032 and $21,521, $12,550 (unaudited) and $7,524 (unaudited), respectively.

F-22

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

6.    Goodwill, Intangible Assets and Other Long Term Assets

Goodwill, net of accumulated amortization was $26,273 and $36,023 at December 31, 2004 and 2005, respectively.

During 2005, the Company acquired three colocation facilities from LayerOne, Inc. and recorded approximately $13,038 of other intangible assets and approximately $9,750 of goodwill in connection with the acquisition.

During 2004, the Company acquired five colocation facilities from various acquisitions, and recorded approximately $24,585 of intangible assets in connection with those acquisitions.

During 2003, the Company acquired six internet exchange facilities and recorded approximately $16,768 of intangible assets.

At December 31, 2004, intangible assets are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Contract-based	$	1,294	$	(813	)	$	481
Customer-based		40,648		(7,218	)		33,430
Total intangible assets	$	41,942	$	(8,031	)	$	33,911

At December 31, 2005, intangible assets are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Contract-based	$	1,483	$	(1,358	)	$	125
Customer-based		53,564		(15,457	)		38,107
Total intangible assets	$	55,047	$	(16,815	)	$	38,232

Future amortization expense on intangible assets is estimated to be approximately $8,173 for fiscal year 2006, $7,275 for fiscal year 2007, $4,071 for fiscal year 2008, $3,646 for fiscal year 2009, $3,391 for fiscal year 2010, and $11,676 thereafter.

Included in other long-term assets, net on the consolidated balance sheets, are debt issuance costs, net, totaling $3,113, $4,086, and $3,809 (unaudited) as of December 31, 2004 and 2005 and June 30, 2006, respectively.

Amortization expense, included as a component of interest expense, was approximately $863 (restated), $989 (restated), $1,100 (restated), $641 (unaudited) and $420 (unaudited) for the years ended December 31, 2003, 2004 and 2005 and for the six months ended June 30, 2005 and 2006, respectively.

F-23

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

7.    Long-Term Debt

The Company’s long-term debt consisted of the following:

	December 31,						June 30,
	2004			2005			2006
							(unaudited)
Senior notes, interest (at the option of the Company at inception of each loan) at the Base Rate (Prime), plus the applicable margin, (3.00% for Term Loan A, 3.25% for Term Loan B, and 6.25% for 2nd Lien) or the Eurodollar Rate, as defined, plus the applicable margin (4.00% for Term Loan A, 4.25% for Term Loan B, and 7.25% for 2nd Lien). The total cost of outstanding debt was 9.51% and 10.33% (unaudited) at December 31, 2005 and June 30, 2006, respectively.	$	—		$	144,937		$	144,813
Senior notes, interest (at the option of the Company at inception of each loan) at the Base Rate (Prime), plus the applicable margin, (3.75% for Term Loan B) or the Eurodollar Rate, as defined, plus the applicable margin (4.75% for Term Loan B). The total cost of outstanding debt was 6.83% at December 31, 2004.		69,300			—			—
Total debt		69,300			144,937			144,813
Less current portion		(11,588	)		(781	)		(4,028	)
Long-term debt	$	57,712		$	144,156		$	140,785

On January 26, 2001, the Company entered into a senior credit facility which originally included the ability to borrow up to $50,000 in the form of (i) a five year term loan in the amount of $36,500, and (ii) a five year revolving loan in the amount of $13,500, which included letters of credit available up to $5,000 (collectively, the “Original Credit Facility”). The Original Credit Facility was amended and restated in March 2003 to provide for total availability under the facility of $46,000. Total fees incurred for this amendment were $1,035 of which $452 were capitalized and $583 were expensed. Additionally, as a result of a reduction in borrowing capacity under the revolving loan, $342 of prior debt issue costs were written off as a loss from debt extinguishment.

On March 4, 2004, the Company amended and restated the March 2003 credit facility to provide for total availability of $110,000 in the form of (i) a four year “Term Loan B” in the amount of $70,000 that was completely drawn on March 4, 2004, (ii) a four year “Term Loan A” with $35,000 available to be drawn through March 2005, that was drawn down by $22,000 in January 2005 for the LayerOne acquisition, and (iii) a four year “Revolving Term Loan” (“2004 Revolving Loan”) in the amount of $5,000 that was drawn down by approximately $153 to back letters of credit as required by a lease agreement (collectively, the “2004 Credit Facility”). In connection with this financing activity, $409 of the remaining capitalized debt issue costs incurred with the previous credit facility associated with a former lender were expensed and have been reported as debt extinguishment loss in the consolidated statement of operations. In addition, the Company incurred $3,486 in deferred financing costs which have been capitalized and $92 in transaction fees which have been expensed.

On October 13, 2005, the Company further amended and restated the 2004 Credit Facility to provide for total availability of $155,000 in the form of (i) a five year “Term Loan A” in the

F-24

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

amount of $25,000 that was completely drawn at closing, (ii) a six year “Term Loan B” in the amount of $75,000 that was completely drawn at closing (iii) a six-and-a-half year “Second Lien Term Loan” in the amount of $45,000 that was completely drawn at closing, and (iv) a five year “Revolving Term Loan” (“2005 Revolving Loan”) in the amount of $10,000 that was drawn down by approximately $153 to back letters of credit (collectively, the “2005 Credit Facility”). In connection with this financing, the Company incurred $2,840 in deferred financing costs which have been capitalized and $155 in transaction fees which have been expensed. Additionally, as a result of paying down amounts from certain lenders in the facility, $769 of debt issue costs were written off as a loss from debt extinguishment. Available capacity under the 2005 Credit Facility at June 30, 2006 was approximately $9,847 (unaudited).

A commitment fee of 0.5% per annum on the unused portion of the 2005 Revolving Loan is payable quarterly and each letter of credit requires a fee of 0.125% of the initial face amount, plus 4.50% per annum for interest cost payable quarterly. Mandatory principal payments, which would reduce the total capacity, are required upon issuance of new debt or equity, asset sale, receipt of casualty proceeds or 50% of excess cash flow, as defined, in any year after December 31, 2005. For Eurodollar based loans, interest is paid as the loans are renewed. Principal payments are based on the amortization schedule contained in the 2005 Credit Facility. Currently, Eurodollar based loans are renewed in three or six month increments, at the Company’s discretion. Interest on base rate loans is paid at the time of the loan renewal. Currently, base rate loans are renewed quarterly. Accrued interest included in accounts payable and accrued expenses in the accompanying consolidated balance sheets is approximately $353, $1,706 and $1,662 (unaudited) at December 31, 2004, 2005 and June 30, 2006, respectively.

Substantially all of the assets of the Company are pledged as collateral for the 2005 Credit Facility. The 2005 Credit Facility contains financial covenants which, among other restrictions, require the maintenance of certain financial ratios and restrict asset purchases and dividend payments. The Company was in compliance with the covenants at December 31, 2005.

At March 31, 2006, the Company was in violation of the fixed charge coverage ratio. On April 27, 2006, the lenders agreed to waive such covenant violation and amended the fixed charge coverage ratio for the remainder of 2006. After this amendment the Company was in compliance as of March 31, 2006. At June 30, 2006 the Company was in compliance with the financial covenants of the 2005 Credit Facility.

As of December 31, 2005, scheduled maturities of the 2005 Credit Facility, exclusive of potential excess cash flow payments, are as follows:

Year	Amount
2006	$	781
2007		4,125
2008		9,844
2009		12,812
2010		27,938
Thereafter		89,437
Total	$	144,937

F-25

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

As of December 31, 2004, 2005 and June 30, 2006, the Company also had issued (but not drawn upon) letters of credit of approximately $153 in connection with a lease agreement.

Interest Rate Derivatives

In December 2001, the Company purchased an interest rate cap on a notional amount of $9,000 that expired in January 2004. The Company paid approximately $27 to lock in a maximum LIBOR interest rate of 7.0% that could be charged on the notional amount during the term of the agreement.

In December 2001, the Company also entered into an interest rate collar agreement (the “Collar”) on a notional amount of $10,000 that expired in January 2005. Every three months, actual three-month LIBOR interest rate was reviewed and the Collar had the following impact on the Company’s interest payments for the notional amount: 1) if the three month LIBOR is less than 5.5%, the Company pays 3.65% for that three month period; 2) if the three month LIBOR is greater than or equal to 5.5% and less than 7.5%, the Company pays the actual interest rate for that three month period; 3) if the three month LIBOR is greater than or equal to 7.5%, the Company pays 7.5% for that three month period. The Company had no up-front cost for the Collar.

In May 2004, the Company purchased an interest rate cap on a notional amount of $25,000 that expired in December 2005. The Company paid approximately $60 to lock in a maximum LIBOR interest rate of 3.45% that could be charged through December 2004 and 4.45% that could be charged through December 2005.

In March 2005, the Company entered into an interest rate swap agreement on a notional value of $15,000. There was no up-front cost for this agreement. The contract states that the Company would pay 3.97% from July 2005 through June 2006 and 4.48% from July 2006 through June 2007. The counterparty would either pay to the Company or receive from the Company the difference between actual LIBOR and the contracted rate.

In November 2005, the company entered into a second interest rate swap agreement on a notional value of $70,000. There was no upfront cost for this agreement. The contract states that the Company would pay 4.758% from February 2006 through February 2009. The counterparty would either pay to the Company or receive from the Company the difference between actual LIBOR and the contracted rate.

The fair value of interest rate derivatives represents the estimated receipts or payments that would be made to terminate the agreements prior to expiration. As of December 31, 2004, 2005 and June 30, 2006, the Company recorded interest rate derivative fair values to their balance sheet of approximately ($39), $93 and $1,485 (unaudited), respectively. The change in fair value of approximately $127, $248, $131, $68 (unaudited) and $1,385 (unaudited) is recorded in interest expense in the consolidated statements of operations for the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2005 and 2006, respectively.

8.    Income Taxes

For 2003, the current provision for income taxes was approximately $80, which consists entirely of state income taxes. For 2004, the current provision for income taxes was

F-26

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

approximately $63, which consists entirely of state income taxes. For 2005, the current provision for income taxes was approximately $69, which consists entirely of federal income taxes. For the six months ended June 30, 2005, the current provision for income taxes was approximately $96 (unaudited), which consists entirely of federal income taxes. For the six months ended June 30, 2006, the current provision for income taxes was approximately $60 (unaudited), which consists entirely of federal income taxes. There was no net deferred income tax provision for the years ended December 31, 2003, 2004 and 2005 or the six months ended June 30, 2005 and 2006 as the Company recorded a full valuation allowance against all deferred tax assets.

As of December 31, 2005, the Company had a United States net operating loss carry forward (“NOL”) of approximately $62,450 and an alternative minimum tax credit of approximately $14 available to reduce future federal income taxes. The NOL will begin to expire in 2021. Management believes the Company has resolved the contingency related to the utilization of its NOLs by determining that the Series C financing caused an ownership change as defined in Internal Revenue Code Section (“IRC”) 382. As a result, the NOL generated prior to November 21, 2001 has been eliminated.

The components of the Company’s deferred tax assets and liabilities as of December 31, 2004 and 2005 are as follows:

	December 31, 2004			December 31, 2005
Current deferred tax assets
Deferred rent	$	61		$	83
Unearned revenue		448			394
Accrued expenses		1,788			986
Other		1			73
	$	2,298		$	1,536
Less: Valuation allowance		2,298			1,536
Net current deferred tax asset	$	—		$	—
Non-current deferred tax assets:
Net operating loss carryforwards	$	25,630		$	23,731
Foreign net operating loss		635			1,862
Property and equipment		—			998
Deferred rent		2,477			3,109
Unearned revenue		199			208
		28,941			29,908
Non-current deferred tax liabilities
Property and equipment		(2,464	)		—
Intangible assets		(732	)		(4,123	)
		(3,196	)		(4,123	)
Less: Valuation allowance		25,745			25,785
Net non-current deferred tax assets	$	—		$	—

F-27

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The Company provides a valuation allowance against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The net deferred tax assets as of December 31, 2004 and 2005 are fully offset by a valuation allowance.

The changes in the valuation allowance account for the deferred tax assets are as follows, after giving affect to the IRC 382 limitation discussed above:

	For the years ended December 31,
	2003		2004			2005
Balance at January 1	$	25,246	$	25,313		$	28,043
Additions charged to costs and expenses		67		5,095			4,233
Other subtractions (1)		—		(2,365	)		(4,955	)
Balance at December 31	$	25,313	$	28,043		$	27,321

(1) Decrease to the Company’s valuation allowance upon acquisition of deferred tax liabilities from the Company’s purchase of RACO in 2004 and the purchase of LayerOne in 2005.

The following table accounts for the differences between the actual tax benefit and amounts obtained by applying the statutory U.S. federal income tax rate of 35% to the loss from continuing operations for the years ended December 31, 2003, 2004 and 2005:

	For the years ended December 31,
	2003			2004			2005
Statutory benefit	$	(260	)	$	(5,005	)	$	(3,849	)
State taxes net of federal benefit		(22	)		(429	)		(330	)
Foreign statutory rate difference		—			28			56
Non-deductible expenses		295			374			(41	)
		13			(5,032	)		(4,164	)
Change in valuation allowance		67			5,095			4,233
Provision for income taxes	$	80		$	63		$	69

F-28

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

9.    Loss Per Share

The following table provides the detail for the computation of basic and diluted loss per share attributable to common shareholders:

	For the years ended December 31,									For the six months ended June 30,
	2003			2004			2005			2005			2006
										(unaudited)			(unaudited)
Numerator:
Loss from continuing operations	$	(823	)	$	(14,363	)	$	(11,068	)	$	(6,076	)	$	(5,846	)
Less preferred stock accretions and dividends		(15,120	)		(16,938	)		(33,691	)		(8,950	)		(6,578	)
Loss from continuing operations, attributable to common shareholders	$	(15,943	)	$	(31,301	)	$	(44,759	)	$	(15,026	)	$	(12,424	)
Income (loss) from discontinued operations		(2,331	)		891			(206	)		(205	)		—
Loss attributable to common shareholders	$	(18,274	)	$	(30,410	)	$	(44,965	)	$	(15,231	)	$	(12,424	)
Denominator:
Weighted average shares		107,787			107,787			107,787			107,787			107,575
Net income (loss) per share basic and diluted:
Continuing operations, attributable to common shareholders	$	(0.15	)	$	(0.29	)	$	(0.42	)	$	(0.14	)	$	(0.12	)
Discontinued operations	$	(0.02	)	$	0.01		$	—		$	—		$	—
Net loss, attributable to common shareholders	$	(0.17	)	$	(0.28	)	$	(0.42	)	$	(0.14	)	$	(0.12	)

The following table provides the detail of potential common shares that are not included in the diluted net loss per share calculation because these shares are antidilutive:

	For the years ended December 31,			For the six months ended June 30,
	2003	2004	2005	2005	2006
				(unaudited)	(unaudited)
Common Stock Options	2,435	1,063	1,032	1,063	1,030
Series B Convertible Preferred Stock	49,674	49,674	49,674	49,674	49,674

Potential common shares also include the Series A Special Junior Stock, the Series B Special Junior Stock and the Series C Special Junior Stock (collectively referred to herein as the “Junior Stock”). At an initial public offering or at the option of the Company, the number of equivalent common shares the Junior Stock would convert into is subject to a conversion factor which is calculated as the fair value of a common share less the predetermined threshold value of each class of Junior Stock dividend by the fair value of a common share. Management believes the fair value of the common shares is zero, and, therefore, the shares of Junior Stock

F-29

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

for each class would convert into zero common shares upon an initial public offering or upon an exchange of Junior Stock for common shares.

10.    Common Stock, Series B Common Stock, Special Junior Stock, and Preferred Stock

The Company has 180,436 shares authorized which have been designated and issued as follows at December 31, 2004 and 2005:

		Issued
		December 31,
	Authorized	2004	2005
Common Stock, $0.0001 par value	50,000	42,569	42,569
Series B Common Stock, $0.0001 par value	65,217	65,217	65,217
Special Junior Stock
Series A, $0.0001 par value	1,141	706	706
Series B, $0.0001 par value	366	265	265
Series C, $0.0001 par value	4,000	220	220
Unallocated	1,395	—	—
	6,902	1,191	1,191
Redeemable Preferred Stock and Preferred Stock
Series B convertible, $0.0001 par value, 8% cumulative preference, $153,757 and $166,268 liquidation preference at December 31, 2004 and 2005, respectively	22,100	22,100	22,100
Series C redeemable, $0.0001 par value, 12.5% cumulative preference, $51,898 and $38,492 liquidation preference at December 31, 2004 and 2005, respectively	32,609	32,609	32,609
Series D redeemable, $0.0001 par value, 12% cumulative preference, $39,998 liquidation preference at December 31, 2004	33	33	—
Series D-1 preferred, $0.0001 par value	325	325	325
Series D-2 preferred, $0.0001 par value	3,250	119	156
Total redeemable and preferred stock	58,317	55,186	55,190
Total authorized and issued	180,436	164,163	164,167

Common Stock

The holders of Common Stock are entitled to one vote per share on matters submitted to stockholders. The Common Stock carries dividends as declared by the Board. Any dividends declared are subordinate to unpaid liquidation preferences on the Company’s outstanding preferred stock. Dividends declared for the Common Stock must be declared at the same rate for holders of the Series B Common Stock (“Series B Common”) and Special Junior Stock (both discussed below). Through June 30, 2006, the Company had not declared any dividends to the holders of its Common Stock. During February 2006, the Company acquired 274 shares of common stock from a shareholder for a nominal amount and those shares were retired.

F-30

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

Series B Common Stock

Series B Common was issued concurrently with the issuance of Series C Redeemable Preferred Stock and conveys a right to one vote per share, on an as-if converted basis, in all matters submitted to stockholders. The holders of the Series B Common Stock are entitled to dividends as declared by the Board. Series B Common automatically converts to Common Stock upon the occurrence of a qualified public offering or upon the redemption of all Series C Redeemable Preferred Stock at a rate of $0.23 per share divided by the Benchmark Price, as defined, which is currently $0.23 per share. The Benchmark Price is subject to adjustment for certain issuances of common stock, warrants, options and in the event of a stock split, reverse stock split, reorganization or dividend of Common Stock.

In liquidation, Series B Common is subordinate to all of the Company’s outstanding series of preferred stock and has equal standing with the Company’s Common and Special Junior Stock. Payment of any dividends declared by the Board would be subordinate to the accrued, unpaid liquidation preferences on the Company’s outstanding preferred stock.

Special Junior Stock

During 2000, the Board established the 2000 Restricted Stock Plan through which employees could be granted shares of Special Junior Stock. Series A, B and C have been authorized and have identical rights, however, such series have different threshold values, as indicated below. The grants vest immediately, however, such grants are subject to a risk of forfeiture and expire when employment with the Company ceases. The holders of shares of Special Junior Stock are entitled to one vote per share. Shares carry dividends when and if declared by the Board and in the same amount as those declared for Common Stock. In the event of a liquidation event, as defined, outstanding shares will be converted to Common Stock; conversion occurs at a ratio of the excess of fair value over the threshold amount, as defined, at the date of the liquidation in the event of a public offering of the Company’s common stock involving aggregate proceeds of at least $75,000 and a per share price of at least 175% of the then applicable conversion price (as defined below) of the Series B Convertible Preferred Stock and if any Series B Convertible Preferred Stock is outstanding, then the Special Junior Stock will be automatically converted to Common Stock. If no Series B Convertible Preferred Stock is outstanding, then conversion to Common Stock occurs upon an initial public offering. The shares may also be converted to Common Stock at the option of the Company; the number of shares will be determined at the time of conversion. Changes to the provisions of Special Junior Stock on conversion at the option of the Company require consents of certain other shareholders. The Company will recognize compensation expense equal to the excess of fair value over the threshold amount or conversion amount when the occurrence of a conversion event becomes probable.

F-31

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The following table summarizes the years ended December 31, 2004, 2005 and the six months ended June 30, 2006 activity of the Company’s 2000 Restricted Stock Plan:

	Special Junior Stock
	Series A		Series B		Series C		Total
Threshold value	$	.146	$	.238	$	4.90
Special junior stock at January 1, 2004		706		265		220	1,191
Forfeitures during 2004		—		—		—	—
Special junior stock at December 31, 2004		706		265		220	1,191
Forfeitures during 2005		—		—		—	—
Special junior stock at December 31, 2005		706		265		220	1,191
Forfeitures during the six months ended June 30, 2006 (unaudited)		—		—		—	—
Special junior stock at June 30, 2006 (unaudited)		706		265		220	1,191

Preferred Stock

Series B Convertible Preferred Stock

During July 2000, the Company authorized and issued 22,100 shares of Series B Convertible Preferred Stock (“Series B”) for proceeds of approximately $84,341, net of issuance costs, and the conversion of outstanding notes payable and accrued interest of approximately $20,854. Series B carries a cumulative preference of eight percent compounded semi-annually which is accreted through adjustments to shareholder deficit. In liquidation, Series B is senior to Common Stock, Series B Common and all Special Junior Stock and is subordinate to all other shares outstanding. Each share of Series B is convertible into shares of Common Stock at the option of the preferred stock holder based on a conversion price, currently $2.18 per share, which is subject to certain anti-dilution adjustments. Upon such a conversion, any accumulated unpaid dividends are required to be paid by the Company. The Series B will automatically convert to common stock upon the closing of a public offering of the Company’s Common Stock involving aggregate proceeds to the Company of at least $75,000 and a per share price of at least 175% of the then applicable conversion price for each share of Series B. In addition, the Series B will automatically convert to common stock upon the written request of the holders of not less than 70% of the then outstanding Series B; a merger of the Company with a public company having at least a $75,000 float and where the consideration exceeds 175% of the then applicable conversion price for each share of Series B Preferred Stock; or a merger or sale of substantially all of the capital stock of the Company where the aggregate consideration to be received by the Series B holders is at least 175% of the then applicable conversion price for each share of Series B and the cash portion of such aggregate consideration is at least 125% of the then applicable conversion price for each share of Series B.

Series C Redeemable Preferred Stock

During November 2001, the Company authorized and issued 32,609 shares of Series C Redeemable Preferred Stock Units. The Shares were issued for gross proceeds of approximately

F-32

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

$15,000, less issuance costs of approximately $610. Each Series C Unit is comprised of one share of Series C Preferred Stock (“Series C”) and two shares of Series B Common Stock, and was issued at a purchase price equivalent to $0.46 per Series C share and $0.0001 per Series B Common share, respectively. Series C shares carry cumulative dividends of 12.5% compounded semi-annually. Once an event causing liquidation is known or becomes probable, the Company will be required to begin accretion of the cumulative preferred dividend. In liquidation, Series C holders are entitled to $16,000 after the Company pays the full liquidation preference of the Series D Preferred Stock. In October 2005, the Company paid the $16,000 interim preference. Any remaining proceeds available for distribution by the Company would be paid pari passu as follows: (I) 35% (as diluted by the Series D-2 preferred stock) to the holders of Series C redeemable preferred until the Series C liquidation preferences are paid. Any remaining proceeds would then be distributed to the holders of the Series B convertible preferred stock if such stock has not been converted into common stock, until such holders have been paid the full liquidation preference. The remaining proceeds would then go to the holders of common stock, Series B common stock and restricted Junior Stock, pursuant to their respective ownership interests; (II) 65% (as diluted by the Series D-2 preferred stock) would go to the holders of Series D-1 preferred stock; and (III) up to 17.5% to the holders of the Series D-2 preferred stock. Series C does not convey voting rights but does carry certain protective rights.

Series D Redeemable Preferred Stock; Series D-1 Preferred Stock

During March 2003, the Company authorized and issued 32.5 shares of Series D Redeemable Preferred Stock (“Series D”) and 325 shares of Series D-1 Preferred Stock (“Series D-1”) for approximately $32,500, less issuance costs of approximately $1,335. Series D and D-1 shares each have a par value of $0.0001 per share. Such shares were sold as a unit. Series D carries dividends of 12% per year, compounded semi-annually. Series D-1 bears dividends if declared by the Board but cannot be paid until the Company has paid the $16,000 due under Series C. During October 2005, the Company redeemed the Series D shares for approximately $43,922 and made the $16,000 interim preference payment to the Series C shareholders.

Series D-2 Preferred Stock

During March 2003, the Company authorized Series D-2 Preferred Stock (the “Series D-2”). The Series D-2 carry dividends when and if declared by the Board and holders of Series D-2 may vote (number of votes determined based on a formula at the time of the vote as defined) in all matters submitted to the common stockholders and while any Series C stock is outstanding.

F-33

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

A summary of the activity in preferred stock is as follows:

	Series B		Series C			Series D, D-1 and D-2
Balance as of January 1, 2004	$	141,228	$	14,376		$	34,525
Accretion of Preferred Stock		12,219		—			4,719
Issuance Costs, net		—		—			(190	)
Balance as of December 31, 2004		153,447		14,376			39,054
Accretion of Preferred Stock		12,821		16,000			4,870
Repurchase of Preferred Stock		—		—			(43,922	)
Payment of Liquidation Preference		—		(16,000	)		—
Balance as of December 31, 2005	$	166,268	$	14,376		$	2
Accretion of Preferred Stock (unaudited)		6,578		—			—
Balance as of June 30, 2006 (unaudited)	$	172,846	$	14,376		$	2

11.    Stock Based Compensation

Series D-2 Preferred Stock Options

The Company granted Series D-2 options to employees in 2003 and 2004. The Company granted options to two directors in 2003. The exercise price of the options granted in 2003 was $0.01 per option and the exercise price of the options granted in 2004 was $27.69 per option. No options were granted in 2005 or 2006 as of June 30, 2006.

The options vest at the rate of 25% on the first anniversary of the grant date and 6.25% for each three month period thereafter until the options are fully vested. Certain members of senior management received options that vested 25% immediately at the date of grant and 6.25% for each three month period thereafter until the options are fully vested. These vesting periods were established by the Board at the date of grant. Options expire ten years after the date of grant or when an individual ceases to be an employee of the Company.

F-34

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

A summary of the activity related to Series D-2 for the years ended December 31, 2003, 2004 and 2005 and the six months ended June 30, 2006 is as follows:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of January 1, 2003	—		$	—
Options granted	322		$	.01
Options exercised	(9	)	$	.01
Options cancelled	(21	)	$	.01
Outstanding as of December 31, 2003	292		$	.01
Options granted (restated)	169		$	27.69
Options exercised	(110	)	$	.01
Options cancelled	(34	)	$	.01
Outstanding as of December 31, 2004 (restated)	317		$	14.76
Options granted	—		$	—
Options exercised	(37	)	$	.01
Options cancelled	(19	)	$	19.11
Outstanding as of December 31, 2005 (restated)	261		$	16.57
Options granted (unaudited)	—		$	—
Options exercised (unaudited)	(36	)	$	.01
Options cancelled (unaudited)	(1	)	$	.01
Outstanding as of June 30, 2006 (unaudited)	224		$	19.34

The following table summarizes information about stock options outstanding at December 31, 2005 (restated):

Exercise Price		Number of Options Outstanding	Weighted Average Remaining Contractual Life	Number of Options Exercisable
$	.01	105	7.48	54
$	27.69	156	8.25	105
	Total	261		159

The following table summarizes information about stock options outstanding at June 30, 2006 (unaudited):

Exercise Price	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Number of Options Exercisable
$    .01	68	7.05	36
$27.69	156	7.79	125
	224		161

F-35

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The aggregate intrinsic value of options outstanding at December 31, 2005 was $5,242. The aggregate intrinsic value of options exercisable at December 31, 2005 was $2,671 and $1,558 for options with exercise prices of $.01 and $27.69, respectively.

Common Stock Options

In January 2001, the Board of Directors approved the 2001 Stock Incentive Plan (the “Plan”) and authorized 5,430 shares of the Company’s common stock to be reserved for issuance to employees, consultants or directors pursuant to the terms of the Plan. Options granted under the Plan may be incentive stock options or non-statutory stock options. Subsequent to 2001, no options have been awarded under this plan and no options have ever been exercised.

In November 2001, the Company granted 750 non-statutory stock options with an exercise price of $0.23 per share to three former employees; 281 of these options replaced an existing grant of 250 options. As a result, the Company will be required to remeasure the fair value of the 281 options at each reporting period prior to a final measurement upon exercise, forfeiture or expiration. Changes in the estimated fair value of these options will be recognized as compensation expense in the period of the change. An immaterial value was ascribed to the remaining 469 new options, and accordingly, no compensation expense has been recorded.

The weighted average fair value of options granted in 2001 was $0.33. The fair value for the 2001 options were estimated at the date of grant using the minimum value method, which takes into account (1) the fair value of the underlying stock at the grant date, (2) the exercise price, (3) average expected option life of 6 years, (4) no dividends, and (5) risk-free interest rates ranging between 4.37% and 5.48%.

A summary of the stock option activity of the Plan is presented below:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of January 1, 2003	2,622		$	3.56
Options granted	—		$	—
Options forfeited	(187	)	$	4.90
Outstanding as of December 31, 2003	2,435		$	3.46
Options granted	—		$	—
Options forfeited	(1,372	)	$	4.90
Outstanding as of December 31, 2004	1,063		$	3.46
Options granted	—		$	—
Options forfeited	(31	)	$	4.90
Outstanding as of December 31, 2005	1,032		$	1.51
Options granted (unaudited)	—		$	—
Options forfeited (unaudited)	(4	)	$	4.90
Outstanding as of June 30, 2006 (unaudited)	1,028		$	1.49

F-36

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

The following table summarizes information about stock options outstanding under the Plan at December 31, 2005:

Exercise Price		Number of Options Outstanding	Weighted Average Remaining Contractual Life	Number of Options Exercisable
$	4.90	282	4.97	282
$	.23	750	5.89	750
		1,032		1,032

The following table summarizes information about stock options outstanding under the Plan at June 30, 2006 (unaudited):

Exercise Price		Number of Options Outstanding	Weighted Average Remaining Contractual Life	Number of Options Exercisable
$	4.90	278	4.47	278
$	.23	750	5.39	750
		1,028		1,028

At June 30, 2006, the total intrinsic value of common stock options outstanding and exercisable is zero.

12.    Discontinued Operations and Other Dispositions

The Company’s consolidated statement of operations for the year ended December 31, 2003 reflects a loss of $2,331 from discontinued operations, which includes losses of $1,565 from operations of the San Diego facility which was abandoned in 2003. Such losses include $1,144 related to the acceleration of depreciation taken as a result of the abandonment. The remaining charges of $766 relate to the resolution of contingencies associated with previously reported discontinued operations.

The Company’s consolidated statement of operations for the year ended December 31, 2004 reflects income of $891 from discontinued operations. This income represents the results of the favorable resolution of certain contingencies associated with previously reported discontinued operations.

During the year ended December 31, 2005 and the six months ended June 30, 2005, the Company’s consolidated statement of operations reflects a loss from discontinued operations of $206 and $205, respectively, due to operating losses incurred by a facility in Chicago which the Company abandoned in 2005. This facility qualified for discontinued operations classification in accordance with FAS 144 and had no operating results included in prior year’s financial statements requiring reclassification.

13.    Commitments and Contingencies

Lease Payments

The Company and its subsidiaries are engaged in the operation of colocation facilities, which are held under noncancelable operating leases expiring at various dates through 2025. Certain of these noncancelable operating leases provide for renewal options.

F-37

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

As of December 31, 2005, minimum future lease payments under these noncancelable operating leases for the next five years and thereafter are approximately as follows:

Year	Amount
2006	$	17,605
2007		16,999
2008		16,564
2009		15,195
2010		10,264
Thereafter		63,780
Total minimum lease payments	$	140,407

Legal Proceedings

On May 31, 2006, the Company and Switch & Data Facilities Company, LLC, a subsidiary of the Company, were served with a lawsuit alleging a failure by the Company or its subsidiary to execute a lease in October 2000 for a building in Milwaukee, Wisconsin. Plaintiffs are claiming the rent and associated lease charges due for the entire term of the lease (10 years) of $3,666. Plaintiffs are also claiming a $750 loss on the sale of the building. Based upon currently available information, management is currently unable to assess the amount of any liability with respect to this action, which may materially affect the financial position, results of operations, or liquidity of the Company. (unaudited)

The Company is involved in an ongoing lawsuit related to a real estate lease in West Palm Beach, Florida. In May 2002, TQ West Palm Beach LLC and Node.com Inc. filed suit in the Circuit Court in Palm Beach County, Florida against the Company and certain subsidiaries. In addition to claims of breach of a lease, the complaint alleges fraudulent misrepresentation of the financial resources of a subsidiary. The plaintiffs are seeking damages in excess of $15,000. Management believes there is a range of likely outcomes and has accrued an amount at the low end of the range in accordance with Financial Accounting Standards No. 5, Accounting for Contingencies, (“FAS 5”). The Company has accrued $500 as of December 31, 2004, December 31, 2005 and June 30, 2006, respectively, and such amount is included within other expenses in the consolidated statement of operations for the year ended December 31, 2004. In the event of a settlement or a jury trial, the ultimate expense to the Company may be materially different than the amount accrued.

During December 2004, the Company settled a lawsuit regarding its Austin, Texas lease for approximately $4,000, which is included in the consolidated statement of operations for the year ended December 31, 2004.

During May 2005, the Company settled a lawsuit for $2,750 regarding a lease in Chicago, Illinois which was fully accrued for at December 31, 2004. Approximately $1,850 was included in the consolidated statement of operations for the Chicago settlement for the year ended December 31, 2004, while the remaining $900 was accrued for in 2002.

F-38

SWITCH & DATA FACILITIES COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended December 31, 2003, 2004, 2005 and

The Six Months Ended June 30, 2005 and 2006 (unaudited)

Dollars in Thousands, Except Per Share Amounts

One additional suit filed on October 26, 2001, Continental Poydras Corporation vs. Switch and Data LA One, LLC and the Company’s predecessor, is pending in New Orleans, Louisiana. Plaintiff is seeking over $3.2 million in connection with the Company’s alleged default of a lease agreement. This case is currently inactive.

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. Based upon currently available information, management believes that the amounts accrued in the balance sheet are adequate for the aforementioned claims and the amount of any additional liability with respect to these actions will not materially affect the financial position, results of operations, or liquidity of the Company.

Taxes

During 2005, the State of Washington performed an excise tax audit and assessed additional business and occupation taxes of approximately $243. The Company has responded and is vigorously challenging this assessment. The case is awaiting review by a Washington State Administrative Law Judge. The Company has accrued zero for this assessment, in accordance with FAS 5, as it believes the likelihood of an unfavorable outcome to the Company is not probable. In the event of a settlement or trial, the ultimate expense to the Company may be materially different than the amount accrued.

14.    Employee Benefit Plan

During 1999, the Company adopted the Switch & Data Facilities Company 401(k) Plan (the “401(k) Plan”). During 2003, the plan name was changed to the Switch and Data Management Company 401(k), without amending the plan features. All employees located in the United States are eligible to participate on the first day of the next month following their first month of employment. Under the 401(k) Plan, eligible employees are entitled to make tax deferred contributions, which the Company matches 50% up to the maximum allowable statutory contribution. The Company contributed approximately $454, $571 and $514 for the years ended December 31, 2003, 2004 and 2005, respectively, and $290 (unaudited) and $468 (unaudited) for the six months ended June 30, 2005 and 2006 respectively, to the 401(k) Plan.

15.    Related Party Transactions

In 2003, the Company engaged a consulting firm for certain real estate advisory services. This firm is owned by a shareholder of the Company. The Company paid approximately $100, $20 and $30, respectively, for those services for the years ended December 31, 2003, 2004 and 2005. Amounts are included in general and administrative costs in the consolidated statements of operations. There was $30 and $0 payable to the firm as of December 31, 2004 and 2005, respectively.

In 2005, the Company engaged another consulting firm for certain real estate advisory services. A shareholder of the Company owns this firm. The agreement provides for a payment of $75 for these services. There was $50 payable to the firm as of December 31, 2005.

F-39

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

The table below presents valuation and qualifying accounts for the periods presented.

Description	Balance at beginning of Period		Charged to costs and expenses(1)		Deductions(2)			Balance at end of period
Year ended December 31, 2003:
Allowance for uncollectible accounts receivable	$	210	$	537	$	(369	)	$	378
Year ended December 31, 2004:
Allowance for uncollectible accounts receivable	$	378	$	555	$	(514	)	$	419
Year ended December 31, 2005:
Allowance for uncollectible accounts receivable	$	419	$	1,483	$	(1,167	)	$	735

(1) Represents the provision for allowance for uncollectible accounts receivable.

(2) Represents the amounts written off against the reserve.

All other schedules are omitted because they are not required or because the information is included in the financial statements or notes thereto.

F-40

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

Switch and Data, Inc.

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of Switch and Data, Inc. (the Company) at July 31, 2006, in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

Tampa, Florida

September 25, 2006

F-41

SWITCH AND DATA, INC.

Balance Sheet

July 31, 2006

Assets
Current assets
Cash and cash equivalents	$	—
Total current assets		—
Total assets	$	—
Liabilities and Shareholder’s Equity
Commitments and contingencies
Shareholder’s equity
Common stock, $0.0001 par value, authorized 200,000,000 shares; 100 shares issued and outstanding at July 31, 2006		—
Preferred stock, $0.0001 par value, authorized 25,000,000 shares; no shares issued and outstanding at July 31, 2006
Additional paid in capital		—
Accumulated deficit		—
Total shareholder’s equity		—
Total liabilities and shareholder’s equity	$	—

The accompanying notes are an integral part of these financial statement.

F-42

SWITCH AND DATA, INC.

NOTES TO FINANCIAL STATEMENT

July 31, 2006

1.    Organization

Description of Business

Switch and Data, Inc. (hereafter “the Company”) was incorporated in Delaware on July 31, 2006. The Company is a wholly-owned subsidiary of Switch & Data Facilities Company, Inc. The Company has no operations and has been created for the purpose of effecting a reorganization merger with its parent, Switch & Data Facilities Company, Inc., as described below.

Reorganization Merger (Unaudited)

Immediately prior to the effectiveness of the Registration Statement, a reorganization merger will occur whereby Switch & Data Facilities Company, Inc. will merge into its wholly-owned subsidiary Switch and Data, Inc. Upon such merger, the holders of Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series C Redeemable Preferred Stock and Series B Convertible Preferred Stock of Switch & Data Facilities Company, Inc. will receive common shares in Switch and Data, Inc. equal to their respective liquidation preferences as contemplated by the existing investors agreement between Switch & Data Facilities Company, Inc. and its stockholders. Holders of Series D-2 Preferred Stock Options of Switch & Data Facilities Company, Inc. are expected to receive Common Stock Options of Switch and Data, Inc. of equal fair value at the date of the merger. The existing Common Stock, Series B Common Stock, Special Junior Stock, and Common Stock options of Switch & Data Facilities Company, Inc. will be cancelled by operation of the merger agreement and holders of those instruments are not expected to receive any consideration for their ownership interests.

There was no activity other than the capitalization, and, therefore, the statement of operations, the statement of stockholders equity, and the statement of cash flows are not presented.

F-43

             Shares

Common Stock

Deutsche Bank Securities

Jefferies & Company

Prospectus

                    , 2006

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	10
Forward-Looking Statements	27
Use of Proceeds	29
Dividend Policy	30
Capitalization	31
Dilution	34
Selected Consolidated Financial Data	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Secured Credit Facility	63
Business	65
Management	74
Principal and Selling Stockholders	82
Certain Relationships and Related Party Transactions	84
Description of Capital Stock	86
Shares Eligible for Future Sale	89
Material U.S. Federal Tax Considerations	92
Underwriting	95
Notice to Canadian Residents	100
Legal Matters	102
Experts	102
Where You Can Find More Information	102
Index to Financial Statements	F-1

Until                     , 2006 (25 days after commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than the underwriting discount, payable by the registrant in connection with the sale of the common stock being registered. All amounts are estimates except the SEC registration fee, the NASD filing fees and the Nasdaq Global Market listing fee.

SEC registration fee	$	16,050
NASD filing fee		15,500
Nasdaq Global Market listing fee		100,000
Printing and engraving costs		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

ITEM 14.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our amended and restated certificate of incorporation provides that, except to the extent prohibited by the Delaware General Corporation Law, as amended (the “DGCL”), our directors shall not be personally liable to the registrant or its stockholders for monetary damages for any breach of fiduciary duty as directors of the registrant. Under the DGCL, the directors have a fiduciary duty to the registrant which is not eliminated by this provision of the amended and restated certificate of incorporation and, in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available. In addition, each director will continue to be subject to liability under the DGCL for breach of the director’s duty of loyalty to the registrant, for acts or omissions which are found by a court of competent jurisdiction to be not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are prohibited by the DGCL. This provision also does not affect the directors’ responsibilities under any other laws, such as the Federal securities laws or state or Federal environmental laws. The registrant intends to maintain liability insurance for its officers and directors, if available on reasonable terms. Section 145 of the DGCL empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers, provided that this provision shall not eliminate or limit the liability of a director: (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) arising under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. The DGCL provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise. The amended and restated certificate of incorporation eliminates the personal liability of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL and provides that the registrant may fully indemnify any person who was or is a

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party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that person is or was a director or officer of the registrant, or is or was serving at the request of the registrant as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under the certificate.

ITEM 15.    RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, we have sold and issued unregistered securities to a limited number of persons, as described below.

1. Our predecessor granted and issued options to purchase an aggregate of 222,439 shares of our predecessor’s Series D-2 Preferred Stock with a weighted-average exercise price of $21.09 to a number of our employees, officers and directors pursuant to our 2003 Stock Inventive Plan. Among those receiving options were the following officers and directors: Keith Olsen, Ernest Sampera, Arthur Matin, Kathleen Earley and William Roach.

2. Our predecessor issued an aggregate of 192,119 shares of our predecessor’s Series D-2 Preferred Stock to employees, directors and consultants upon exercise of options granted pursuant to our 2003 Stock Incentive Plan, with a weighted-average exercise price of $0.02 per share, for an aggregate of $4,689.19.

3. In connection with our incorporation, we issued 100 shares of common stock to our predecessor in exchange for $0.01 in the aggregate.

4. In connection with our corporate reorganization, which will take place immediately prior to the closing of the offering contemplated by this registration statement, we will issue an aggregate of             shares of our common stock in exchange for all of the outstanding capital stock of our predecessor. All outstanding options issued by our predecessor will automatically be converted into options to acquire shares of our common stock.

The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) thereof, Regulation D, or another applicable exemption of the Securities Act, as transactions by an issuer not involving any public offering. In addition, the issuances described in Items 1 and 2 were deemed exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under the Securities Act. The recipients of securities in each such transaction represented to us their intentions to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and warrants issued in such transactions. All recipients had adequate access, through their relationships with us and otherwise, to information about us. No underwriters were involved nor were any commissions paid as part of these sales.

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ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

1.1	**	Form of Underwriting Agreement
2.1	**	Form of Agreement and Plan of Merger
3.1	**	Form of Amended and Restated Certificate of Incorporation (to be filed with the Delaware Secretary of State immediately prior to the closing of this offering)
3.2	**	Form of Amended and Restated By-Laws (to be adopted immediately prior to the closing of this offering)
3.3	**	Form of Certificate of Merger
4.1	**	Form of Specimen Common Stock Certificate
4.2	**	Form of Fifth Amended and Restated Investors Agreement
5.1	**	Opinion of Holland & Knight LLP
10.1	*	Employment Agreement, dated February 16, 2004, between Switch & Data Facilities Company, Inc. and Keith Olsen
10.2	*	Employment Agreement, dated June 16, 2004, effective as of June 14, 2004, between Switch & Data Facilities Company, Inc. and George A. Pollock, Jr.
10.3	*	Employment Agreement, dated July 21, 2004, between Switch & Data Facilities Company, Inc. and Ernest Sampera
10.4	*	Employment Agreement, effective as of July 1, 2006, between Switch and Data Management Company LLC and William Roach
10.5	*	Offer Letter, dated August 8, 2005, between Switch and Data Management Company LLC and Ali Marashi
10.6	*	Third Amended and Restated Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.7	*	First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2006, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.8	*	Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Term Loan Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.9	**	2006 Stock Incentive Plan
10.10	*†	Agreement of Lease with 111 Eighth Avenue LLC, dated as of June 30, 1998.

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10.11	*†	First Amendment of Lease with 111 Eighth Avenue LLC, dated as of August 3, 2005.
10.12	*†	Sublease with Global Crossing Telecommunications, Inc., dated as of November 21, 2005.
10.13	*†	First Amendment to Sublease with Global Crossing Telecommunications, Inc., dated as of May 4, 2006.
10.14	*	Second Amendment to Sublease with Global Crossing Telecommunications, Inc., dated as of August 10, 2006.
10.15	**†	Sublease Agreement with Abovenet Communications, Inc., dated as of March 13, 2003.
10.16	*†	Lease with 529 Bryant Street Partners, LLC, dated as of January 31, 2005.
10.17	*	Amendment to Lease with 529 Bryant Street Partners, LLC, dated as of January 31, 2005.
21.1	*	Subsidiaries of the Registrant.
23.1	*	Consent of PricewaterhouseCoopers LLP
23.2	*	Consent of PricewaterhouseCoopers LLP
23.3	**	Consent of Holland & Knight LLP (included in Exhibit 5.1)
24.1	*	Powers of Attorney (included in this Part II of the registration statement)

* Filed herewith.

** To be filed by amendment.

† Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

(b) Financial Statement Schedules.

See Schedule II—“Valuation and Qualifying Accounts” contained on page F-40. All other schedules are omitted as the information is not required or is included in the Registrant’s financial statements and related notes.

ITEM 17.    UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of these securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tampa, State of Florida, on this 27th day of September, 2006.

SWITCH AND DATA, INC.
By:	/s/    KEITH OLSEN
Name:	Keith Olsen
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below appoints and constitutes Keith Olsen and George A. Pollock, Jr. and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute any and all amendments to the within Registration Statement, including post-effective amendments, and to sign any and all registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, together with all exhibits thereto, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated:

Signature	Title	Date
/s/    WILLIAM LUBY         William Luby	Chairman of the Board	September 27, 2006
/s/    KEITH OLSEN         Keith Olsen	President, Chief Executive Officer and Director (principal executive officer)	September 27, 2006
/s/    GEORGE POLLOCK, JR.         George Pollock, Jr.	Vice President and Chief Financial Officer (principal financial and accounting officer)	September 27, 2006
/s/    GEORGE KELLY         George Kelly	Director	September 27, 2006
/s/    KATHLEEN EARLEY         Kathleen Earley	Director	September 27, 2006
/s/    ARTHUR MATIN         Arthur Matin	Director	September 27, 2006

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EXHIBITS

10.1	Employment Agreement, dated February 16, 2004, between Switch & Data Facilities Company, Inc. and Keith Olsen
10.2	Employment Agreement, dated June 16, 2004, effective as of June 14, 2004, between Switch & Data Facilities Company, Inc. and George A. Pollock, Jr.
10.3	Employment Agreement, dated July 21, 2004, between Switch & Data Facilities Company, Inc. and Ernest Sampera
10.4	Employment Agreement, effective as of July 1, 2006, between Switch and Data Management Company LLC and William Roach
10.5	Offer Letter, dated August 8, 2005, between Switch and Data Management Company LLC and Ali Marashi
10.6	Third Amended and Restated Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.7	First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2006, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.8	Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., as the Borrower, the institutions party thereto from time to time as Lenders, as the Term Loan Lenders, Deutsche Bank AG New York Branch, as the Administrative Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the Co-Documentation Agents, CIT Lending Services Corporation and BNP Paribas, as the Co-Syndication Agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as Joint Lead Arrangers
10.10†	Agreement of Lease with 111 Eighth Avenue LLC, dated as of June 30, 1998
10.11†	First Amendment of Lease with 111 Eighth Avenue LLC, dated as of August 3, 2005
10.12†	Sublease with Global Crossing Telecommunications, Inc., dated as of November 21, 2005
10.13†	First Amendment to Sublease with Global Crossing Telecommunications, Inc., dated as of May 4, 2006
10.14	Second Amendment to Sublease with Global Crossing Telecommunications, Inc., dated as of August 10, 2006
10.16†	Lease with 529 Bryant Street Partners, LLC, dated as of January 31, 2005
10.17	Amendment to Lease with 529 Bryant Street Partners, LLC, dated as of January 31, 2005
21.1	Subsidiaries of the Registrant
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Powers of Attorney (included in this Part II of the registration statement)

† Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

EX-10.1

Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (“Company”), and KEITH OLSEN (“Executive”) as of February 16, 2004 (the “Effective Date”).

In consideration of the employment by Company, and of the compensation and other remuneration to be paid by Company to Executive for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Company and Executive agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES

1.1 Employment, Effective Date. Subject to the terms of this Agreement, Company agrees to employ Executive, and Executive agrees to be employed by Company, beginning as of the Effective Date and continuing until the last day of the Stated Term (as hereinafter defined) unless earlier terminated by either party or extended in accordance with this Agreement (such period of employment, including any extensions, being referred to herein as the “Term”).

1.2 Position. During the Term, Executive shall serve as the President and Chief Executive Officer of the Company, reporting directly to the Chairman of the Company and the Board of Directors of the Company (the “Board”). In addition, for so long as this Agreement is in effect and Executive remains as the President and Chief Executive Officer of the Company, Executive shall serve as a member of the Board.

1.3 Duties and Services. Executive shall have the authority and shall perform the duties and services appertaining to the office referred to in Section 1.2, as well as such additional authority, duties and services appropriate to such office that the parties mutually may agree upon from time to time. In furtherance of the foregoing, Executive shall devote his full business time, energy and efforts to the business and affairs of Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses that would conflict with Executive’s performance of duties hereunder except with the consent of the Board.

ARTICLE 2: STATED TERM AND TERMINATION OF EMPLOYMENT

2.1 Stated Term and Extensions. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on December 31, 2006. Unless either of the parties provides written notice of termination to the other party at least 60 days prior to the expiration of the Stated Term, this Agreement shall automatically extend for an additional calendar year (an “Extended Year Term”). Thereafter, this Agreement shall automatically extend for additional Extended Year Terms, unless either of the parties provides written notice of termination to the other party at least 60 days prior to the expiration of the then current Extended Year Term.

2.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 2.1, Executive’s employment shall terminate prior to the expiration of the Stated Term or any Extended Year Term as follows: (a) Executive’s employment shall automatically terminate upon Executive’s death and (b) Company shall have the right to terminate Executive’s employment at any time for any of the following reasons:

(i) upon Total Disability (as defined below);

(ii) for Cause (as defined below); or

(iii) for any reason not described in Section 2.2(a) or 2.2(b)(i) or (ii), in the sole discretion of the Board of Directors, by giving Executive 30 days’ advance notice (“Without Cause Termination”).

“Total Disability” shall mean the occurrence of any circumstances in which Executive, by reason of illness, incapacity or other disability, has failed to perform his duties or fulfill his obligations under this Agreement for a cumulative total of 180 days in any 12-month period. Any questions as to the existence of Total Disability of Executive as to which Executive and ‘the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of a Total Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement.

“Cause” shall mean that Executive (A) has engaged in gross negligence or willful misconduct in the performance of any material duties required of him hereunder, (B) has been convicted of, or has admitted to committing or pleads no contest to committing, a felony offense, (C) has willfully refused to perform the material duties and responsibilities required of him hereunder other than as a result of Executive’s Total Disability, (D) has materially and willfully breached any then current material Company policy or code of conduct established by Company, which policy or code of conduct was provided to Executive prior to such breach, or (E) has materially and willfully breached any of the provisions of Section 1.3 (and such breach is ongoing in nature), Article 4, and

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Article 6 of this Agreement and, in all cases (except those specified in Clause (B) above), such conduct or events remain uncorrected for 30 days following written notice to Executive by Company of such conduct or events.

For purposes hereof, no act shall be deemed “willful” if taken by the Executive with the good faith belief that such was in the best interest of the Company or at the direction of the Company’s Board of Directors.

2.3 Executive’s Right to Terminate. Executive may terminate his employment hereunder for Good Reason or without Good Reason at anytime during the Term, in which event Executive shall resign from all of his positions with the Company. For purposes of this Agreement, “Good Reason” shall mean any of the following should they occur without the Executive’s prior consent:

(a) The assignment to Executive by Company of duties or authority inconsistent with Executive’s position as President and Chief Executive Officer of Company, or any significant reduction or significant change in either position, reporting relationship, stature, or job function, except in connection with the termination of employment for Cause or Total Disability; provided, that “Good Reason” shall not occur pursuant to this Section 2.3(a) unless and until such assignment, significant reduction or significant change remains uncorrected for 30 days following written notice to Company by Executive of same;

(b) (i) A reduction by Company in the Base Salary, the minimum bonus due Executive as of December 31, 2004, or benefits received by Executive in violation of this Agreement, (ii) the Company states its intent to lower Executive’s Target Bonus (as defined in Section 3.2 hereof), or (iii) Company breaches its obligations pursuant to the stock option agreements referenced in Section 3.3(c); provided, that “Good Reason” shall not occur pursuant to this Section 2.3(b) unless and until such reduction of Base Salary, minimum bonus, Target Bonus, or benefits remains uncorrected for 30 days following written notice to Company by Executive of same; or

(c) The occurrence of a Change of Control. As used herein, the term “Change of Control” shall mean (i) in the event the Company’s common stock, par value $0.0001 per share (“Common Stock”), is not publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting entity, (ii) in the event the Company’s Common Stock is publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, in the same proportion as immediately prior to the transaction, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting entity, and (iii) any liquidation or sale of all or substantially all of the assets of the Company.

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2.4 Effect of Termination.

(a) If Executive’s employment shall terminate by either party giving notice pursuant to Section 2.1 upon the expiration of the Stated Term or any Extended Year Term, then Executive shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination of employment; provided, if Executive complies with the provisions of Article 6 hereof, then Company shall continue to pay Executive the Base Salary (as defined below) for a period of twelve months after the expiration of the Stated Term or Extended Year Term, as applicable, in such installments and at such times as Company would have paid had such expiration not occurred, plus either (1) $175,000, payable in twelve equal monthly installments of $14,583.33 (if termination occurs in 2004 or 2005) or (2) an amount equal to the bonus received (if any) by the Executive for the preceding year, if termination occurs on or after January 1, 2006; provided further to the extent permitted by the applicable benefit plan or Company policy, provide Executive with continued benefits that were in effect as of the Termination of this Agreement for a period of twelve months, as if Executive had remained an active employee of the Company hereunder for such twelve months. In the event Executive is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide that Executive with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine. Notwithstanding the above, if this Section 2.4(a) becomes applicable and if the Executive is in compliance with Article 6 of this Agreement, the Executive shall receive a minimum of $500,000 during the first twelve months after termination.

(b) If Executive’s employment shall terminate prior to expiration of the Stated Term or an Extended Year Term pursuant to Sections 2.2 or 2.3 then, upon such termination, regardless of the reason therefor, Executive shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination; provided, that upon any termination for “Good Reason” or upon any Without Cause Termination, if Executive complies with the provisions of Article 6 hereof, then Company shall (1) pay Executive, in such installments and at such times as Company would have paid had such termination not occurred, the Base Salary (as defined below) for a period of 12 months after such termination (the “Severance Term”) (2) pay Executive a total of $175,000, in twelve equal monthly installments of $14,583.33 (if termination occurs in 2004 or 2005) or the amount of the prior year’s bonus (if any) in twelve equal monthly installments, if termination occurs on or after January 1, 2006 and (3) to the extent permitted by the applicable benefit plan or Company policy, provide Executive with continued benefits that were in effect as of the termination of this Agreement for the balance of the Severance Term, as if Executive had remained an active employee of the Company hereunder during the Severance Term. With respect to subsection (3) above, in the event Executive is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement, and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide Executive with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine. Notwithstanding the above, if this Section 2.4(b) becomes applicable and if the Executive is in compliance with Article 6 of this Agreement, then the Executive shall receive a minimum of $500,000 during the first twelve months after termination.

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(c) In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Section 2.4 shall be received by Executive as liquidated damages, and Executive shall not have any right to any other payment or damages hereunder except for such liquidated damages.

(d) In the event either Section 2.4(a) or 2.4(b) becomes applicable and if the Executive is not employed as a corporate officer with comparable compensation to that set forth in this Agreement (“Comparable Position”) as of the first anniversary date of the Executive’s termination, then the Executive shall be entitled to a special monthly compensation equal to one-twelfth of his Base Salary (as defined below), beginning in the thirteenth month following termination. This special monthly compensation shall be payable for each full month the Executive remains unemployed in a Comparable Position, to a maximum of twelve months. The Executive shall also be entitled to receive benefits during this period, as set forth above in Section 2.4(a) and (b). All such special compensation payments and rights to participate in benefit programs shall terminate at the time the Executive accepts employment in a Comparable Position. In the event Executive becomes employed in a non-Comparable Position, either as an employee or consultant, any income paid to Executive for services rendered after the first anniversary date of Executive’s termination from Company shall be set off against any special compensation payments otherwise owed to Executive under this Article 2.4(d).

ARTICLE 3: COMPENSATION AND BONUSES

3.1 Base Salary. During the Term, Company shall pay Executive a base salary equal to $350,000 per year subject to periodic review and in its discretion increase but not decrease (as in effect hereunder, the “Base Salary”), which Company shall pay to Executive in equal installments paid twice monthly in arrears.

3.2 Bonuses. During the Term, Company shall pay Executive bonuses in accordance with Company’s standard policy or as established by the Board in either case on a basis no less favorable than those provided to similarly situated senior executives of the Company; provided (a) the bonus amount for the period ending as of December 31, 2004 (so long as Executive remains employed as of such date) shall not be less than $175,000 and shall be paid to Executive at the same time as bonuses are paid to other senior officers of the Company. Executive’s target bonus for each fiscal year commencing January 1, 2005 or thereafter shall not be less than $175,000 (the “Target Bonus”); provided, that the amount of such bonus, while targeted at $200,000, shall be subject to the Company’s achievement of financial criteria established by the Board and other criteria established by the Company from time to time after consultation with Executive. No bonus paid to Executive shall be a floor or cap for bonuses in subsequent periods.

In addition, promptly after such amount can be determined, Executive shall be paid a one-time signing bonus not to exceed $250,000. This signing bonus shall be payable only if the amount received by the Executive from his previous employer related to: (a) his 2003

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performance bonus (the “2003 Bonus”) and (b) his restricted stock (the “Restricted Stock”) is less than $314,380 (collectively, the Restricted Stock and the 2003 Bonus are referred to as the “Former Employer Incentive”) and then only to the extent the Former Employer Incentive is less than $314,380 (e.g., if the Former Employer Incentive is $214,380, then the signing bonus shall be $100,000). If the Executive is allowed to retain all of all of his Restricted Stock, it shall be valued at $164,380 for purposes of determining the Former Employee Incentive; to the extent any part of the Restricted Stock is retained by the Executive, for the purposes of determining the Former Employee Incentive, the Executive will be deemed to have received a pro rata portion of $164,380. Any amounts received in settlement with the Executive’s former employer shall be deemed to be part of the Former Employer Incentive.

3.3 Equity Arrangements.

(a) Options. The Company shall enter into two stock option agreements with the Executive in the forms attached to this Agreement as Exhibits A and B. These stock option agreements shall provide for the award of: (i) options to purchase 72,222 shares of the Company’s Series D-2 Preferred Stock at an exercise price of $27.69 per share (the “Fixed Option Shares”) and (ii) options to purchase 54,167 shares that will have an exercise price equal to the initial public offering price of the Company’s common stock (the “Floating Option Shares”). In the event the Company has not completed an initial public offering of its common stock on or before February 16, 2005, the exercise price for the Floating Option Shares shall be $27.69.

(b) Vesting. Options to purchase 18,055 shares of the Fixed Option Shares shall vest immediately. Options to purchase 13,541 shares of the Floating Options Shares shall vest immediately. The remainder of the Fixed Option Shares will vest in 11 equal quarterly installments of 4,513 shares and a final quarterly installment of 4,524 shares (the “Quarterly Installments”), on the last day of each calendar quarter, with the first such installment to vest on March 31, 2004 and the last to vest on December 31, 2006. The remainder of Floating Option Shares will vest in 11 Quarterly Installments of 3,385 shares and a final Quarterly Installment of 3,391 shares. In the event of a Change in Control of the Company, immediately prior to the effectiveness of the Change in Control, four additional Quarterly Installments shall also be deemed vested.

3.4 Benefits.

(a) During the Term, Executive shall have the right to receive or participate in the employee benefit plans, policies and arrangements, including fringe benefits, of the Company on a basis that is no less favorable than those provided to other senior executives at the Company.

(b) During the Term, Executive will be entitled to the number of paid holidays, personal days off, paid vacation days and sick leave days in each calendar year as are instituted by the Board. In no event shall Executive’s paid vacation be less than twenty working days per year. Such paid vacation may be taken at the Executive’s discretion with the prior approval by the Company, and at such time or times as are not inconsistent with the reasonable business needs with the Company.

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(c) During the Term, reasonable expenses incurred by Executive in performing his duties hereunder (including travel expenses) shall be reimbursed by the Company in accordance with the Company’s policies on a basis no less favorable than those applicable to other senior executives of the Company.

(d) The Company shall reimburse all reasonable out-of-pocket relocation expenses of the Executive and shall also reimburse the Executive’s commuting expenses between Tampa and New Jersey and temporary living expenses in the Tampa area until the earlier of (a) February 16, 2005 or (b) the purchase or lease of a home by the Executive in the Tampa area.

ARTICLE 4: PROTECTION OF INFORMATION

4.1 - Disclosure to and Property of Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, which are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during the Term (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to Company’s or any of its affiliates’ business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) (collectively, “Confidential Information”) shall be disclosed to Company consistent with Executive’s fiduciary duties and are and shall be the sole and exclusive property of Company and its affiliates. The term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Executive (unless to defend himself in any dispute between the Executive and the Company or any affiliate or unless required by law), or (ii) is or becomes available to Executive on a non-confidential basis from a source other than the Company or any of its representatives, provided that such source is not known by Executive to be bound by a confidentiality agreement with or other obligation of secrecy to the Company. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression generated by Executive in performing his duties hereunder (collectively, ‘Work Product”) are and shall be the sole and exclusive property of Company or its Affiliates. Upon termination of Executive’s employment by Company, for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to Company.

4.2 No Unauthorized Use or Disclosure. Executive will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of Confidential Information or Work Product of Company or its affiliates, or make any use thereof, except in the carrying out of Executive’s responsibilities hereunder,

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4.3 Assistance by Executive. Both during the period of Executive’s employment by Company and thereafter for a period of two years, Executive shall provide reasonable assistance to Company and its nominees, at any time, in the protection of Company’s or its Affiliates worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries; provided that the Company shall reimburse Executive for reasonable out-of-pocket expenses (including attorneys fees) incurred by Executive in performing his obligations under this Section 4.3.

4.4 Remedies. Executive acknowledges that money damages might not be sufficient remedy for any breach of this Article 4 or Article 6 by Executive; and Company or its Affiliates shall be entitled to seek enforcement of the provisions of Sections 4.1 or 4.2 or Article 6 by terminating payments then owing to Executive under this Agreement and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article or Article 6, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and his agents.

ARTICLE 5: INDEMNIFICATION

Company shall indemnify Executive to the same extent as directors and officers of Company are indemnified by Company, which indemnification procedures are set forth in Article 6 of Company’s Bylaws. Any amendment or modification to the Bylaws shall not affect Executive’s indemnification rights hereunder unless such amendment or modification results in an expansion of such indemnification rights.

ARTICLE 6: NONCOMPETITION AFTER TERMINATION

6.1 In General. Executive agrees that, from the date hereof until 12 months after the expiration or termination of this Agreement (the “Non-Compete Period”), Executive shall not: (a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of any business in those states that, as of the expiration or termination of this Agreement, the Company is presently doing business in or that the Company intends to do business in the upcoming 12 months (which intent shall have been demonstrated by a Board or committee resolution or formal business plan of the Company) that is directly competitive with that conducted by Company or its affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude Executive from owning not more than 5% of the equity securities of any publicly held Competitive Operation so long as Executive does not serve as an employee, officer, director or consultant to such business;

(b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other

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person or entity either (1) attempt to hire, contract or solicit with respect to hiring any employee of Company or its affiliates or (ii) induce or otherwise counsel, advise or encourage any employee of Company or its affiliates to leave the employment of Company or its affiliates; (c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity call upon, solicit, divert or take away, any customer or vendor of Company or its affiliates with whom Executive dealt, directly or indirectly, during his engagement with Company or its affiliates, in connection with a Competitive Operation; provided, however, that Executive may call upon such customers and vendors for the purpose of promoting sales of Company’s or its affiliates’ services and products to such customers and vendors, and for such other purposes as are not reasonably intended to result in any reduction in Company’s or its affiliates’ sales or prospective sales to such customers and vendors.

Notwithstanding the foregoing, in the event this Agreement is not renewed at the end of the Stated Term or an Extended Year Term pursuant to the provisions of Section 2.1, then the Non-Compete Period shall be six months.

ARTICLE 7: MISCELLANEOUS

7.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company to:	Switch & Data Facilities Company, Inc. 1715 N. Westshore Blvd., Suite 650 Tampa, FL 33007
With a copy to:	Robert J. Grammig, Esq. Holland & Knight LLP 100 North Tampa Street, Suite 4100 Tampa, FL 33602
If to Executive to:	Mr. Keith Olsen 1715 N. Westshore Blvd., Suite 650 Tampa, FL 33007
With a copy to:	Kerry M. Parker, Esquire Epstein Becker & Green P.C. Two Gateway Center, 12th Floor Newark, New Jersey 07102

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

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7.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Delaware.

7.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.4 Severability. To the extent permitted by applicable law, Company and Executive hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of Company’s and Executives’ bargain hereunder. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party.

7.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

7.6 Withholding of Taxes and Other Executive Deductions. Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to Company’s employees generally.

7.7 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

7.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or,” and “including” has the inclusive meaning frequently identified with the phrase “but not limited to.”

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of Company and any successor of Company, by merger, sale or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

7.10 Mitigation. If Executive’s employment hereunder is terminated for any reason, Executive shall have no duty to attempt to mitigate his damages by seeking alternative

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employment, the Company shall not be entitled to reduce the amount of any compensation or benefits payable to Executive hereunder by any amounts received by Executive in connection with any alternative employment, and Executive shall not be required to pay the Company any amounts that he may receive from any such alternative employment or otherwise.

7.11 Legal Fees. The Company shall pay Executive’s actual out-of-pocket legal fees and expenses incurred as a result of the preparation, negotiation and execution of this Agreement, not to exceed $10,000.

7.12 Entire Agreement/Amendment. With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement existing between or among the parties. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect including, without limitation, that certain term sheet dated as of January 7, 2004 between Company and Executive. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or oral, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by the parties hereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above, to be effective as of the Effective Date.

COMPANY:
SWITCH & DATA FACILITIES COMPANY, INC.
By:
	William K. Luby, Chairman
EXECUTIVE:
KEITH OLSEN

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EXHIBIT A

INCENTIVE STOCK OPTION AGREEMENT

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the 16^th day of February, 2004, between SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and Keith Olsen (“Employee”).

To carry out the purposes of the SWITCH & DATA FACILITIES COMPANY, INC. 2003 STOCK INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to purchase shares of the Series D-2 Preferred Stock of the Company, par value $0.0001 per share (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

1. Grant of Option. The Company hereby irrevocably grants to Employee the right and option (“Option”) to purchase all or any part of an aggregate of 72,222 shares of Stock on the terms and conditions set forth herein and in the Plan. A copy of the Plan is attached hereto as Exhibit A, and the Plan is incorporated herein by reference as a part of this Agreement. This Option is intended to constitute an incentive stock option, within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted under the Code.

2. Purchase Price. The purchase price of Stock purchased pursuant to the exercise of this Option shall be $27.69 per share, which has been determined to be not less than the fair market value of the Stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Stock shall be determined in accordance with the provisions of the Plan.

3. Exercise of Option. Subject to (i) compliance with the applicable provisions of state securities laws and (ii) the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below and subsection (i) above, this Option shall not be exercisable for more than a percentage (the “Vested Percentage”) of the aggregate number of shares offered by this Option determined by the amount of time lapsed from the “Vesting Start Date” (which for purposes of this Agreement shall be March 31, 2004 to the date of such exercise as follows:

Prior to the Vesting Start Date, the Vested Percentage shall be 25.0%. As of the Vesting Start Date, the Vested Percentage shall be 31.25% and shall increase by 6.25% upon each succeeding 3 month anniversary of the Vesting Start Date with such percentage to be 100% as of December 31, 2006 and thereafter. In no event shall the Vested Percentage exceed 100%.

This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee’s termination of employment with the Company, except that, subject to Section 3(i) above:

(a) If Employee’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination;

(b) If Employee dies while in the employ of the Company, Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee may exercise this Option in full at any time during the period of one year following the date of Employee’s death.

(c) If Employee’s employment with the Company terminates for any reason other than as described in (a) or (b) above, unless Employee’s employment is terminated for cause, this Option may be exercised by Employee at any time during the period of 30 days following such termination, or by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee’s death if Employee dies during such 30 day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. The Committee appointed by the Board of Directors of the Company to administer the Plan (the “Committee”) may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s employment, that such termination will be treated for purposes of this paragraph as an involuntary termination for a reason other than cause. As used in this paragraph, the term “cause” shall have the meaning set forth in Section 2.2 of the Employment Agreement between the Company and the Employee.

This Option shall not be exercisable in any event after the expiration of ten (10) years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, (c) if the Stock is readily tradable on a national securities market, through a “cashless-broker” exercise in accordance with a Company-established policy or program for the same or (d) any combination of the foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

4. Withholding of Tax. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option results in compensation income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at

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the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet its obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. Upon an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding requirement out of any cash or shares of Stock distributable to Employee upon such exercise.

5. Restrictions on Transfer; Company’s Right of First Refusal.

(a) This Option shall be subject to the restrictions on transfer set forth in the Plan.

(b) The Employee agrees that if, at any time after the Employee has exercised any part of this Option and purchased Stock of the Company, the Employee receives an offer that he wishes to accept with respect to the transfer of any or all of the Stock (the “Subject Shares”), then the Employee shall first give the Company notice in writing of such proposed transfer, and such notice (the “Notice”) shall contain (i) the name and address of the proposed transferee; (ii) the terms and conditions of such transfer, including a full and complete description of any non-cash consideration; and (iii) an offer (the “Required Offer”) to sell the Subject Shares to the Company or any designee of the Company including any of the Company’s other equity owners, at a price per share equal to the proposed consideration for the transfer of the Subject Shares, except that, at the Company’s option, any non-cash consideration may be paid in cash in an amount equal to the fair market value thereof as determined by the Board of Directors of the Company (the “Board”) in good faith. At any time during the 30-day period immediately following the delivery of the Notice to the Company, the Company and, if applicable, its designees shall have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of the Subject Shares pursuant thereto. In the event the Company or its designees, as applicable, does not exercise its rights as set forth in this Section 5(b), the Employee shall be free to transfer such Subject Shares under the terms and conditions stated in the Notice so long as (A) the proposed transferee is not a competitor or potential competitor of the Company (as determined in good faith by the Board), (B) the transfer is made in compliance with applicable laws (including securities laws) and the Employee delivers to the Company at the Employee’s expense reasonable evidence (such as an opinion of counsel) to such effect and (C) the transferee enters into an adoption agreement whereby it agrees that the Subject Shares to be acquired by it shall be subject to the terms of this Section 5 and Section 6; provided, however, that if such transfer does not take place within 60 days following the delivery of the Notice to the Company, the terms of this Section 5 and Section 6 must once again be complied with before any transfer of Stock can occur. Any Subject Shares which are transferred pursuant to the preceding provisions of this Section 5(b) shall remain subject to the right of first refusal set forth in this Section 5(b) as it would apply to any subsequent transfer. The Employee shall not pledge or otherwise encumber any of the Stock without the written consent of the Company.

(c) Notwithstanding the terms of Section 5(b) to the contrary, the right of first refusal stated herein shall not apply to transfers (i) pursuant to the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act (or the rules thereunder); provided, however, that any such

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Stock shall be subject to the terms of this Section 5 and Section 6 subsequent to any such transfer. The right of first refusal stated herein shall not apply to the exchange of Stock pursuant to a plan of merger, consolidation, recapitalization or reorganization of the Company, but any stock, securities or other property received in exchange therefor shall be subject to the right of first refusal set forth herein.

(d) The provisions of Section 5(b) and (c) and of Section 6 shall terminate upon the consummation of an initial public offering of securities of the Company (other than offerings on Form S-4, S-8 and any successor forms).

6. Obligation to Participate in Transfers. This Option and any Stock purchased in respect of this Option shall be bound by, and Employee shall comply with, the terms of Sections 5, 6 and 7 of Exhibit B to the Fourth Amended and Restated Investors Agreement dated as of March 14, 2003, among the Company and certain of its stockholders, as amended by that certain First Amendment to Fourth Amended and Restated Investors Agreement dated March 20, 2003, as the same may be further amended from time to time (the “Investors Agreement”), as if Employee were a “Securityholder” for purposes of such Sections 5, 6 and 7. Such provisions require Employee to sell or exchange the Stock in certain transactions involving a sale of the Company, the merger of the Company with another entity, a public offering with respect to the Company and similar transactions if a large enough percentage of the parties to the foregoing Investors Agreement approves such transaction or offering. The Company will make a copy of such Investors Agreement available to Employee at the Company’s corporate office. The provisions of this Section 6 may require Employee to sell the Stock even without Employee’s approval if a large enough percentage of the Company’s stockholders approve such sale.

7. Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act, or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.

Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares

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of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.

In addition, Employee agrees that (i) the certificates representing the shares of Stock may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms of this Agreement and applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms of this Agreement or any applicable securities law and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

8. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, an Affiliate (as such term is defined in the Plan), or a corporation or a parent or subsidiary of such corporation assuming or substituting a new option for this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee and its determination shall be final.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year first above written.

COMPANY:	SWITCH & DATA FACILITIES COMPANY, INC.
	By:
	Its:	Chairman of the Board
EMPLOYEE:
	(Signature)
	Keith Olsen
	(Printed Name)

The Employee’s spouse, if any, is fully aware of, understands and fully consents and agrees to the provisions of this Agreement and its binding effect upon any marital or community property interests he or she may now or hereafter own, and agrees that the termination of his or her and the Employee’s marital relationship for any reason shall not have the effect of removing any securities of the Company otherwise subject to this Agreement from coverage hereunder and that his or her awareness, understanding, consent and agreement are evidenced by his or her signature below.

Employee’s Spouse (If Any)

(Signature)

(Printed Name)

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EXHIBIT B

INCENTIVE STOCK OPTION AGREEMENT

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the 16^th day of February, 2004, between SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and Keith Olsen (“Employee”).

To carry out the purposes of the SWITCH & DATA FACILITIES COMPANY, INC. 2003 STOCK INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to purchase shares of the Series D-2 Preferred Stock of the Company, par value $0.0001 per share (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

1. Grant of Option. The Company hereby irrevocably grants to Employee the right and option (“Option”) to purchase all or any part of an aggregate of 54,167 shares of Stock on the terms and conditions set forth herein and in the Plan. A copy of the Plan is attached hereto as Exhibit A, and the Plan is incorporated herein by reference as a part of this Agreement. This Option is intended to constitute an incentive stock option, within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted under the Code.

2. Purchase Price. The purchase price of Stock purchased pursuant to the exercise of this Option shall be either (a) the initial public offering price of the Company’s common stock or (b) if the Company has not completed an initial public offering prior to February 16, 2005, $27.69 per share, which has been determined to be not less than the fair market value of the Stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Stock shall be determined in accordance with the provisions of the Plan.

3. Exercise of Option. Subject to (i) compliance with the applicable provisions of state securities laws and (ii) the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below and subsection (i) above, this Option shall not be exercisable for more than a percentage (the “Vested Percentage”) of the aggregate number of shares offered by this Option determined by the amount of time lapsed from the “Vesting Start Date” (which for purposes of this Agreement shall be March 31, 2004 to the date of such exercise as follows:

Prior to the Vesting Start Date, the Vested Percentage shall be 25%. As of the Vesting Start Date, the Vested Percentage shall be 31.25% and such percentage shall increase by 6.25% upon each succeeding 3 month anniversary of the Vesting Start Date with such percentage to be 100% as of December 31, 2006 and thereafter. In no event shall the Vested Percentage exceed 100%.

This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee’s termination of employment with the Company, except that, subject to Section 3(i) above:

(a) If Employee’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination.

(b) If Employee dies while in the employ of the Company, Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee may exercise this Option in full at any time during the period of one year following the date of Employee’s death.

(c) If Employee’s employment with the Company terminates for any reason other than as described in (a) or (b) above, unless Employee’s employment is terminated for cause, this Option may be exercised by Employee at any time during the period of 30 days following such termination, or by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee’s death if Employee dies during such 30 day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. The Committee appointed by the Board of Directors of the Company to administer the Plan (the “Committee”) may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s employment, that such termination will be treated for purposes of this paragraph as an involuntary termination for a reason other than cause. As used in this paragraph, the term “cause” shall have the meaning set forth in Section 2.2 of the Employment Agreement between the Company and the Employee.

(d) Notwithstanding the above, this option will not be exercisable prior to February 16, 2005, without the prior approval of the Company (which shall be given in the event of a change in control of the Company). In the event of the applicability of Sections 3(a), (b) or (c) above, the time for the exercise of the Employee’s option shall be extended through March 16, 2005.

This Option shall not be exercisable in any event after the expiration of ten (10) years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, (c) if the Stock is readily tradable on a national securities market, through a “cashless-broker” exercise in accordance with a Company-established policy or program for the same or (d) any combination of the foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the exercise price thereof; rather, Employee shall provide a cash

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payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

4. Withholding of Tax. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option results in compensation income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet its obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. Upon an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding requirement out of any cash or shares of Stock distributable to Employee upon such exercise.

5. Restrictions on Transfer; Company’s Right of First Refusal.

(a) This Option shall be subject to the restrictions on transfer set forth in the Plan.

(b) The Employee agrees that if, at any time after the Employee has exercised any part of this Option and purchased Stock of the Company, the Employee receives an offer that he wishes to accept with respect to the transfer of any or all of the Stock (the “Subject Shares”), then the Employee shall first give the Company notice in writing of such proposed transfer, and such notice (the “Notice”) shall contain (i) the name and address of the proposed transferee; (ii) the terms and conditions of such transfer, including a full and complete description of any non-cash consideration; and (iii) an offer (the “Required Offer”) to sell the Subject Shares to the Company or any designee of the Company including any of the Company’s other equity owners, at a price per share equal to the proposed consideration for the transfer of the Subject Shares, except that, at the Company’s option, any non-cash consideration may be paid in cash in an amount equal to the fair market value thereof as determined by the Board of Directors of the Company (the “Board”) in good faith. At any time during the 30-day period immediately following the delivery of the Notice to the Company, the Company and, if applicable, its designees shall have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of the Subject Shares pursuant thereto. In the event the Company or its designees, as applicable, does not exercise its rights as set forth in this Section 5(b), the Employee shall be free to transfer such Subject Shares under the terms and conditions stated in the Notice so long as (A) the proposed transferee is not a competitor or potential competitor of the Company (as determined in good faith by the Board), (B) the transfer is made in compliance with applicable laws (including securities laws) and the Employee delivers to the Company at the Employee’s expense reasonable evidence (such as an opinion of counsel) to such effect and (C) the transferee enters into an adoption agreement whereby it agrees that the Subject Shares to be acquired by it shall be subject to the terms of this Section 5 and Section 6; provided, however, that if such transfer does not take place within 60 days following the delivery of the Notice to the Company, the terms of this Section 5 and Section 6 must once again be complied

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with before any transfer of Stock can occur. Any Subject Shares which are transferred pursuant to the preceding provisions of this Section 5(b) shall remain subject to the right of first refusal set forth in this Section 5(b) as it would apply to any subsequent transfer. The Employee shall not pledge or otherwise encumber any of the Stock without the written consent of the Company.

(c) Notwithstanding the terms of Section 5(b) to the contrary, the right of first refusal stated herein shall not apply to transfers (i) pursuant to the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act (or the rules thereunder); provided, however, that any such Stock shall be subject to the terms of this Section 5 and Section 6 subsequent to any such transfer. The right of first refusal stated herein shall not apply to the exchange of Stock pursuant to a plan of merger, consolidation, recapitalization or reorganization of the Company, but any stock, securities or other property received in exchange therefor shall be subject to the right of first refusal set forth herein.

(d) The provisions of Section 5(b) and (c) and of Section 6 shall terminate upon the consummation of an initial public offering of securities of the Company (other than offerings on Form S-4, S-8 and any successor forms).

6. Obligation to Participate in Transfers. This Option and any Stock purchased in respect of this Option shall be bound by, and Employee shall comply with, the terms of Sections 5, 6 and 7 of Exhibit B to the Fourth Amended and Restated Investors Agreement dated as of March 14, 2003, among the Company and certain of its stockholders, as amended by that certain First Amendment to Fourth Amended and Restated Investors Agreement dated March 20, 2003, as the same may be further amended from time to time (the “Investors Agreement”), as if Employee were a “Securityholder” for purposes of such Sections 5, 6 and 7. Such provisions require Employee to sell or exchange the Stock in certain transactions involving a sale of the Company, the merger of the Company with another entity, a public offering with respect to the Company and similar transactions if a large enough percentage of the parties to the foregoing Investors Agreement approves such transaction or offering. The Company will make a copy of such Investors Agreement available to Employee at the Company’s corporate office. The provisions of this Section 6 may require Employee to sell the Stock even without Employee’s approval if a large enough percentage of the Company’s stockholders approve such sale.

7. Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act, or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the Company to do so, will execute and

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deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.

Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.

In addition, Employee agrees that (i) the certificates representing the shares of Stock may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms of this Agreement and applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms of this Agreement or any applicable securities law and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

8. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, an Affiliate (as such term is defined in the Plan), or a corporation or a parent or subsidiary of such corporation assuming or substituting a new option for this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee and its determination shall be final.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year first above written.

COMPANY:	SWITCH & DATA FACILITIES COMPANY, INC.
	By:
	Its:	Chairman of the Board

EMPLOYEE:
	(Signature)
	Keith Olsen
	(Printed Name)

The Employee’s spouse, if any, is fully aware of, understands and fully consents and agrees to the provisions of this Agreement and its binding effect upon any marital or community property interests he or she may now or hereafter own, and agrees that the termination of his or her and the Employee’s marital relationship for any reason shall not have the effect of removing any securities of the Company otherwise subject to this Agreement from coverage hereunder and that his or her awareness, understanding, consent and agreement are evidenced by his or her signature below.

Employee’s Spouse (If Any)

(Signature)

(Printed Name)

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EXHIBIT A

TO INCENTIVE STOCK OPTION AGREEMENT

SWITCH & DATA FACILITIES COMPANY, INC.

2003 STOCK INCENTIVE PLAN

SWITCH & DATA FACILITIES COMPANY, INC.

FIRST AMENDED AND RESTATED

2001 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

ARTICLE 1
PURPOSE
ARTICLE 2
DEFINITIONS
ARTICLE 3
EFFECTIVE DATE AND DURATION OF THIS PLAN
ARTICLE 4
ADMINISTRATION
4.1	COMPOSITION OF COMMITTEE	5
4.2	POWERS	5
4.3	ADDITIONAL POWERS	6
ARTICLE 5
SHARES SUBJECT TO THIS PLAN; GRANT OF AWARDS
5.1	SHARES SUBJECT TO THIS PLAN	6
5.2	GRANT OF AWARDS	6
5.3	STOCK OFFERED	6
ARTICLE 6
ELIGIBILITY
ARTICLE 7
STOCK OPTIONS
7.1	OPTION PERIOD	7
7.2	LIMITATIONS ON EXERCISE OF OPTION	7
7.3	SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS	7
7.4	OPTION AGREEMENT	8
7.5	OPTION PRICE AND PAYMENT	8
7.6	STOCKHOLDER RIGHTS AND PRIVILEGES	9
7.7	OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER EMPLOYERS	9

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ARTICLE 8
RESTRICTED STOCK AWARDS
8.1	FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE	9
8.2	OTHER TERMS AND CONDITIONS	9
8.3	PAYMENT FOR RESTRICTED STOCK	10
8.4	COMMITTEE’S DISCRETION TO ACCELERATE VESTING OF RESTRICTED STOCK AWARD	10
8.5	RESTRICTED STOCK AGREEMENTS	10
ARTICLE 9
RECAPITALIZATION OR REORGANIZATION
9.1	NO EFFECT ON RIGHT OR POWER	10
9.2	SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS	11
9.3	RECAPITALIZATIONS AND CORPORATE CHANGES	11
9.4	CHANGE OF CONTROL VALUE	12
9.5	OTHER CHANGES IN THE SERIES D-2 PREFERRED STOCK	12
9.6	STOCKHOLDER ACTION	12
9.7	NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED	13
ARTICLE 10
AMENDMENT AND TERMINATION OF THIS PLAN
ARTICLE 11
MISCELLANEOUS
11.1	NO RIGHT TO AN AWARD	13
11.2	NO EMPLOYMENT/MEMBERSHIP RIGHTS CONFERRED	13
11.3	OTHER LAWS; WITHHOLDING	13
11.4	NO RESTRICTION ON CORPORATE ACTION	14
11.5	RESTRICTIONS ON TRANSFER	14
11.6	GOVERNING LAW	14
11.7	NOTICE OF TRANSACTION	14
11.8	FINANCIAL REPORTS	14
11.9	REPURCHASE UPON TERMINATION OF EMPLOYMENT	14
11.10	COMPLIANCE WITH APPLICABLE LAWS	15

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SWITCH & DATA FACILITIES COMPANY, INC.

2003 STOCK INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of the SWITCH & DATA FACILITIES COMPANY, INC. 2003 STOCK INCENTIVE PLAN (this “Plan”) is to provide a means through which SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the welfare of the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of this Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, this Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Restricted Stock Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee, Consultant, or Director as provided herein. This Plan is intended to comply with the registration exemptions provided under applicable state and federal securities laws, including Section 25102(o) of the California Corporations Code or any successor provision under California law (the “California Blue Sky Exemption”), as now in effect or in effect at the time of any offering or sale of securities pursuant to this Plan. To the extent that any provision of this Plan or of any Option Agreement or Restricted Stock Agreement conflicts with the applicable provisions of state or federal laws, including the California Blue Sky Exemption, then the provisions of such laws shall govern.

ARTICLE 2

DEFINITIONS

The following definitions shall be applicable throughout this Plan unless specifically modified by any paragraph:

“Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

“Award” means, individually or collectively, any Option or Restricted Stock Award.

“Board” means the Board of Directors of the Company.

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“Code” means the Internal Revenue Code of 1986, as amended. Reference in this Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

“Committee” means a committee of the Board that is selected by the Board as provided in Section 4.1.

“Company” means Switch & Data Facilities Company, Inc., a Delaware corporation.

“Consultant” means any person who is not an employee and who is providing advisory or consulting services to the Company or any Affiliate.

“Director” means an individual who is a member of the Board.

“employee” means any person (including a Director) in an employment relationship with the Company or any Affiliate.

“Fair Market Value” means, as of any specified date, the mean of the high and low sales prices of the Series D-2 Preferred Stock (i) reported by the National Market System of NASDAQ on that date or (ii) if the Series D-2 Preferred Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date (or such other reporting service approved by the Committee); or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Series D-2 Preferred Stock are so reported. If the Series D-2 Preferred Stock is traded over the counter at the time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Series D-2 Preferred Stock on the most recent date on which Series D-2 Preferred Stock was publicly traded. In the event Series D-2 Preferred Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate, taking into account, to the extent required by applicable law: (X) the price at which securities of reasonably comparable companies (if any) in the same industry as the Company are being traded, subject to appropriate adjustments for the dissimilarities between the companies being compared, and (Y) in the absence of any reliable comparable companies, the earnings history, book value and prospects of the Company in light of market conditions generally. Notwithstanding the foregoing, the Fair Market Value of a share of Series D-2 Preferred Stock on the date of an initial public offering of Series D-2 Preferred Stock shall be the offering price under such initial public offering.

“Holder” means an employee, Consultant, or Director who has been granted an Award.

“Incentive Stock Option” means an incentive stock option within the meaning of section 422 of the Code.

“Option” means an Award granted under Article 7 of this Plan and includes both Incentive Stock Options to purchase Series D-2 Preferred Stock and Options that do not constitute Incentive Stock Options to purchase Series D-2 Preferred Stock.

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“Option Agreement” means a written agreement between the Company and a Holder with respect to an Option.

“Plan” means this Switch & Data Facilities Company, Inc. 2003 Stock Incentive Plan, as amended from time to time.

“Restricted Stock Agreement” means a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

“Restricted Stock Award” means an Award granted under Article 8 of this Plan.

“Series D-2 Preferred Stock” means the Series D-2 Preferred Stock, par value $0.0001 per share, of the Company, or any security into which such Series D-2 Preferred Stock may be changed by reason of any transaction or event of the type described in Article 9.

“Stock Appreciation Right” shall have the meaning assigned to such term in Section 7.4 of this Plan.

ARTICLE 3

EFFECTIVE DATE AND DURATION OF THIS PLAN

This Plan shall become effective upon the date of its adoption by the Board, provided this Plan is approved by the stockholders of the Company within 12 months thereafter. Notwithstanding any provision in this Plan, in any Option Agreement or in any Restricted Stock Agreement to the contrary, no Option shall be exercisable and no Restricted Stock Award shall vest prior to such stockholder approval. In the event that the stockholders fail to approve this Plan within 12 months after its adoption by the Board, any Awards shall be null and void and no additional Awards shall be made. Subject to earlier termination under Article 10, this Plan shall terminate on, and no further Awards may be granted under this Plan after, the date that is 10 years after this Plan is adopted by the Board.

ARTICLE 4

ADMINISTRATION

4.1 Composition of Committee. This Plan shall be administered by a committee of, and appointed by, the Board, which committee may be the compensation committee appointed by the Board form time to time. In the absence of the Board’s appointment of a committee to administer this Plan, the Board shall serve as the Committee.

4.2 Powers. Subject to the express provisions of this Plan, the Committee shall have authority, in its discretion, to determine which employees, Consultants, or Directors shall receive an Award, the time or times when such Award shall be made, whether an Incentive Stock Option or nonqualified Option shall be granted, and the number of shares to be subject to each Option or Restricted Stock Award. In making such determinations, the Committee shall take into account the nature of the services rendered by the respective employees, Consultants, or Directors, their present and potential contribution to the Company’s success and such other factors as the Committee in its discretion shall deem relevant.

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4.3 Additional Powers. The Committee shall have such additional powers as are delegated to it by the other provisions of this Plan. Subject to the express provisions of this Plan, this shall include the power to construe this Plan and the respective agreements executed hereunder, to prescribe rules and regulations relating to this Plan, and to determine the terms, restrictions and provisions of the agreement relating to each Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any agreement relating to an Award in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article 4 shall be conclusive.

ARTICLE 5

SHARES SUBJECT TO THIS PLAN; GRANT OF AWARDS

5.1 Shares Subject to this Plan. Subject to adjustment in the same manner as provided in Article 9 with respect to shares of Series D-2 Preferred Stock subject to Options then outstanding, the aggregate number of shares of Series D-2 Preferred Stock that may be issued under this Plan shall not exceed 361,111 (which number shall be subject to adjustment for stock splits, recapitalizations and other events as described in Article 9). Shares shall be deemed to have been issued under this Plan only (i) to the extent actually issued and delivered pursuant to an Award or (ii) to the extent an Award is settled in cash. To the extent that an Award lapses or the rights of its Holder terminate, any shares of Series D-2 Preferred Stock subject to such Award shall again be available for the grant of an Award under this Plan. The Company will comply with all applicable laws, including state Blue Sky laws, ¹ regarding any limitations as to the percentage that the total number of securities issuable upon exercise of all outstanding options issued by the Company and the total number of securities provided for under any stock bonus or similar plan or agreement of the Company bears to the total number of securities of the Company.

5.2 Grant of Awards. The Committee may from time to time grant Awards to one or more employees, Consultants, or Directors determined by it to be eligible for participation in this Plan in accordance with the terms of this Plan.

5.3 Stock Offered. Subject to the limitations set forth in Section 5.1, the stock to be offered pursuant to the grant of an Award may be authorized but unissued Series D-2 Preferred Stock or Series D-2 Preferred Stock previously issued and outstanding and reacquired by the

¹ Note to Committee: Applicable federal and state securities laws may place limitations on the percentage of securities that may be issued under this Plan and the other stock bonus or similar plans or agreements of the Company as compared to the total number of outstanding securities of the Company. For example, Section 260.140.45 of Title 10 of the California Code of Regulations currently provides that at no time shall the total number of securities issuable upon exercise of all outstanding options issued by the Company and the total number of securities provided for under any stock bonus or similar plan or agreement of the Company exceed the Applicable Percentage (as defined below). The “Applicable Percentage” is calculated in accordance with Section 260.140.45 of Title 10 of the California Code of Regulations and equals 30% of the securities of the Company that are outstanding at the time the calculation is made (convertible preferred or convertible senior common shares of stock shall be counted on an as if converted basis), unless a higher percentage is approved by at least two-thirds of the outstanding securities of the Company entitled to vote thereon.

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Company. Any of such shares which remain unissued and which are not subject to outstanding Awards at the termination of this Plan shall cease to be subject to this Plan but, until termination of this Plan, the Company shall at all times make available a sufficient number of shares of Series D-2 Preferred Stock to meet the requirements of this Plan.

ARTICLE 6

ELIGIBILITY

Awards may be granted only to persons who, at the time of grant, are employees, Consultants, or Directors. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in this Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a Restricted Stock Award, or any combination thereof.

ARTICLE 7

STOCK OPTIONS

7.1 Option Period. The term of each Option shall be as specified by the Committee at the date of grant and set forth in an Option Agreement; provided, however, that, to the extent required by applicable law, the exercise period for each Option shall be not more than 120 months from the date the Option is granted.

7.2 Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as determined by the Committee and set forth in an Option Agreement. Notwithstanding the terms of any Option Agreement relating to vesting, but subject to the next sentence, if and only to the extent required by applicable law, an Option shall become exercisable with respect to at least 20% of the shares subject thereto on each of the first five annual anniversaries of the date the Option is granted, subject to reasonable conditions such as continued employment. Notwithstanding the foregoing sentence, in the case of Options granted to officers of the Company, Directors or Consultants, the Option may become fully exercisable, subject to reasonable conditions such as continued employment or service, at any time or during any period established by the Committee, subject to the 120-month limitation described in Section 7.1.

7.3 Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only to an individual who is employed by the Company or any parent or subsidiary corporation (as defined in section 424 of the Code) of the Company at the time the Option is granted. To the extent that the aggregate fair market value (determined at the time the respective Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such

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individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market Value of the Series D-2 Preferred Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable during the Holder’s lifetime only by such Holder or the Holder’s guardian or legal representative.

7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of this Plan as the Committee from time to time shall approve, including, without limitation, provisions to qualify an Incentive Stock Option under section 422 of the Code. Each Option Agreement shall specify the effect of termination of (i) employment, (ii) the consulting or advisory relationship, or (iii) membership on the Board, as applicable, on the exercisability of the Option. To the extent required by applicable law, vested Options shall be exercisable for a minimum period of six months following termination due to death or disability and 30 days following termination caused by other than death or disability (other than termination for cause, as defined in the Option Agreement). An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Series D-2 Preferred Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures satisfactory to the Committee with respect thereto. Further, an Option Agreement may provide for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Series D-2 Preferred Stock or a combination of cash and shares of Series D-2 Preferred Stock equal in value to the excess of the Fair Market Value of the shares with respect to which the right to purchase is surrendered over the option price therefor (“Stock Appreciation Rights”), on such terms and conditions as the Committee in its sole discretion may prescribe. In the case of any such Stock Appreciation Right that is granted in connection with an Incentive Stock Option, such right shall be exercisable only when the Fair Market Value of the Series D-2 Preferred Stock exceeds the price specified therefor in the Option or the portion thereof to be surrendered. The terms and conditions of the respective Option Agreements need not be identical. Subject to the consent of the Holder, the Committee may, in its sole discretion, amend an outstanding Option Agreement from time to time in any manner that is not inconsistent with the provisions of this Plan (including, without limitation, an amendment that accelerates the time at which the Option, or a portion thereof, may be exercisable).

7.5 Option Price and Payment. The price at which a share of Series D-2 Preferred Stock may be purchased upon exercise of an Option shall be determined by the Committee and set forth in an Option Agreement but, subject to adjustment as provided in Article 9, (i) in the case of an Incentive Stock Option, such purchase price shall not be less than the Fair Market Value of a share of Series D-2 Preferred Stock on the date such Option is granted, and (ii) in the case of an Option that does not constitute an Incentive Stock Option, such purchase price shall not be less than 50% (or, to the extent required by applicable law, 85%) of the Fair Market Value of a share of Series D-2 Preferred Stock on the date such Option is granted; provided, however, that, to the extent required by applicable law, in the case of an Option granted to an individual who, at the time the Option is granted, owns stock possessing more than 10% of the total

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combined voting power of all classes of securities of the Company or of its parent or subsidiaries, such purchase price shall not be less than 110% of the Fair Market Value of a share of Series D-2 Preferred Stock on the date such Option is granted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company, as specified by the Committee. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Committee. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that does not constitute an Incentive Stock Option.

7.6 Stockholder Rights and Privileges. The Holder shall be entitled to all the privileges and rights of a stockholder (other than rights under the Company’s Investors Agreement unless the Holder is or becomes a party thereto) only with respect to such shares of Series D-2 Preferred Stock as have been purchased under the Option and for which certificates of stock have been registered in the Holder’s name.

7.7 Options and Rights in Substitution for Stock Options Granted by Other Employers. Options and Stock Appreciation Rights may be granted under this Plan from time to time in substitution for stock options held by individuals providing services to corporations or other entities who become employees, Consultants or Directors as a result of a merger or consolidation or other business transaction with the Company or any Affiliate.

ARTICLE 8

RESTRICTED STOCK AWARDS

8.1 Forfeiture Restrictions To Be Established by the Committee. Shares of Series D-2 Preferred Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the Holder and an obligation of the Holder to forfeit and surrender (or subject to the Company’s repurchase right) the shares to the Company under certain circumstances (the forfeiture and repurchase obligations are collectively referred to as the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance targets established by the Committee, (ii) the Holder’s continued employment with the Company or an Affiliate or continued service as a Consultant or Director for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion, or (iv) a combination of any of the foregoing. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee.

8.2 Other Terms and Conditions. Series D-2 Preferred Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Holder of such Restricted Stock Award. Unless provided otherwise in a Restricted Stock Agreement, the Holder shall have the right to receive dividends with respect to Series D-2 Preferred Stock subject to a Restricted Stock Award, to vote Series D-2 Preferred Stock subject thereto and to enjoy all other stockholder rights, except that (i) the Holder shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired, (iii) the Holder

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may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award or trigger the Company’s repurchase rights. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the termination of employment or service as a Consultant or Director (by retirement, disability, death or otherwise) of a Holder prior to expiration of the Forfeitures Restrictions. Such additional terms, conditions or restrictions shall be set forth in a Restricted Stock Agreement made in conjunction with the Award.

8.3 Payment for Restricted Stock. The Committee shall determine the amount and form of any payment for each share of Series D-2 Preferred Stock received pursuant to a Restricted Stock Award; provided, however, that, to the extent required by applicable law, such purchase price shall not be less than 85% of the Fair Market Value of a share of Series D-2 Preferred Stock on the date such Restricted Stock Award is granted or at the time the purchase is consummated, or, in the case of a Restricted Stock Award granted to an individual who, at the time the Restricted Stock Award is granted, owns stock possessing more than 10% of the total combined voting power of all classes of securities of the Company or of its parent or subsidiaries, such purchase price shall be not less than 100% of the Fair Market Value of a share of Series D-2 Preferred Stock on the date such Restricted Stock Award is granted or at the time the purchase is consummated.

8.4 Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. The Committee may, in its discretion and as of a date determined by the Committee, fully vest (or eliminate the Forfeiture Restrictions) any or all Series D-2 Preferred Stock awarded to a Holder pursuant to a Restricted Stock Award and, upon such vesting (or Forfeiture Restriction elimination), all restrictions applicable to such Restricted Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Section 8.4 may vary among individual Holders and may vary among the Restricted Stock Awards held by any individual Holder.

8.5 Restricted Stock Agreements. At the time any Award is made under this Article 8, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate. The terms and provisions of the respective Restricted Stock Agreements need not be identical. Subject to the consent of the Holder, the Committee may, in its sole discretion, amend an outstanding Restricted Stock Agreement from time to time in any manner that is not inconsistent with the provisions of this Plan.

ARTICLE 9

RECAPITALIZATION OR REORGANIZATION

9.1 No Effect on Right or Power. The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting

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Series D-2 Preferred Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

9.2 Subdivision or Consolidation of Shares; Stock Dividends. The shares with respect to which Options may be granted are shares of Series D-2 Preferred Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Series D-2 Preferred Stock or the payment of a stock dividend on Series D-2 Preferred Stock or a stock split or recapitalization, in each case, without receipt of consideration by the Company, the number of shares of Series D-2 Preferred Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares (by reason of stock dividend, stock split or recapitalization) shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

9.3 Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Series D-2 Preferred Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Holder had been the holder of record of the number of shares of Series D-2 Preferred Stock then covered by such Option. If (i) the Company is a party or bound by a merger or consolidation (whether or not the Company is the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors, the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Holder, shall effect one or more of the following alternatives, which alternatives may vary among individual Holders and which may vary among Options held by any individual Holder: (1) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all unexercised Options and all rights of Holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected Holders of some or all of the outstanding Options held by such Holders (irrespective of whether such Options are then

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exercisable under the provisions of this Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Options and cause the Company to pay to each Holder an amount of cash per share equal to the excess, if any, of the amount calculated in Section 9.4 below (the “Change of Control Value”) of the shares subject to such Option over the exercise price(s) under such Options for such shares, or (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Series D-2 Preferred Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion.

9.4 Change of Control Value. For the purposes of clause (2) in Section 9.3 above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price of Series D-2 Preferred Stock offered to stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share of Series D-2 Preferred Stock offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares of Series D-2 Preferred Stock into which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 9.4 or Section 9.3 above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

9.5 Other Changes in the Series D-2 Preferred Stock. In the event of stock dividends on Series D-2 Preferred Stock without receipt of consideration by the Company or changes in the outstanding Series D-2 Preferred Stock by reason of subdivisions, recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of Series D-2 Preferred Stock occurring after the date of the grant of any Award and for which an adjustment to such Award is not otherwise provided for by this Article 9, such Award and any agreement evidencing such Award shall be subject to adjustment by the Committee in its discretion as to the number and price of shares of Series D-2 Preferred Stock or other consideration subject to such Award; provided, however, that to the extent required by applicable law, such Award shall be subject to adjustment by the Committee in the same manner as adjustments are made to Options in Sections 9.2 and 9.3 above. In the event of any such change in the outstanding Series D-2 Preferred Stock or distribution to the holders of Series D-2 Preferred Stock, or upon the occurrence of any other event described in this Article 9, the aggregate number of shares available under this Plan shall be appropriately adjusted to the extent, if any, determined by the Committee, whose determination shall be conclusive.

9.6 Stockholder Action. Any adjustment provided for in this Article 9 shall be subject to any required stockholder action.

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9.7 No Adjustments unless Otherwise Provided. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Series D-2 Preferred Stock subject to Awards theretofore granted or the purchase price per share, if applicable.

ARTICLE 10

AMENDMENT AND TERMINATION OF THIS PLAN

The Board in its discretion may terminate this Plan at any time with respect to any shares of Series D-2 Preferred Stock for which Awards have not theretofore been granted. Subject to complying with any applicable requirements of applicable state and federal laws, the Board shall have the right to alter or amend this Plan or any part thereof from time to time; provided that no change in any Award theretofore granted may be made which would impair the rights of the Holder without the consent of the Holder, and provided, further, that the Board may not, without approval of the stockholders, amend this Plan to (a) increase the maximum aggregate number of shares that may be issued under this Plan (unless such increase occurs by reason of the adjustment described in Article 9) or (b) change the class of individuals eligible to receive Awards under this Plan.

ARTICLE 11

MISCELLANEOUS

11.1 No Right To An Award. Neither the adoption of this Plan nor any action of the Board or of the Committee shall be deemed to give an employee, Consultant, or Director any right to be granted an Option, a right to a Restricted Stock Award, or any other rights hereunder except as may be evidenced by an Option Agreement or a Restricted Stock Agreement duly executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the performance of its obligations under any Award.

11.2 No Employment/Membership Rights Conferred. Nothing contained in this Plan shall (i) confer upon any employee or Consultant any right with respect to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate his or her employment or consulting or advisory relationship at any time. Nothing contained in this Plan shall confer upon any Director any right with respect to continuation of membership on the Board.

11.3 Other Laws; Withholding. The Company shall not be obligated to issue any Series D-2 Preferred Stock pursuant to any Award granted under this Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules and regulations as the Company or the

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Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the issuance and sale of such shares. No fractional shares of Series D-2 Preferred Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations.

11.4 No Restriction on Corporate Action. Nothing contained in this Plan shall be construed to prevent the Company or any Affiliate from taking any action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, Consultant, Director, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

11.5 Restrictions on Transfer. An Incentive Stock Option shall be subject to the transfer restrictions set forth in Section 7.3. With respect to an Option that does not constitute an Incentive Stock Option, except as otherwise provided in the applicable Option Agreement and then only to the extent permitted by applicable law, no such Option shall be transferable by the Holder other than by will or the laws of descent and distribution. Except as otherwise provided in the applicable Restricted Stock Agreement and then only to the extent permitted by applicable law, no Restricted Stock Award shall be transferable by the Holder otherwise than by will or the laws of descent and distribution.

11.6 Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

11.7 Notice of Transaction. To the extent required by applicable law, the Company shall file a notice with applicable authorities of the issuance of any Award or an exercise of or other transaction involving an Award within the time frames required by applicable law.²

11.8 Financial Reports. To the extent required by applicable law, the Company shall furnish to the Holders, at least annually, summary financial information regarding the Company’s financial condition and results of operations, unless the granting of Awards pursuant to this Plan is limited to Holders whose duties in connection with the Company assure them access to equivalent information. Such financial statements need not be audited.

11.9 Repurchase Upon Termination of Employment. The Company shall comply with all applicable laws regarding the repurchase of securities from a Holder in connection with the termination of the Holder’s employment with the Company.³

² Note to Committee: Certain states may require notification of the issuance of Awards or an exercise of or other transaction involving an Award. For example, California law requires a “notice of transaction” be filed in accordance with the rules adopted by the California Commissioner of Corporations no later than 30 days after the initial issuance of any Award, accompanied by a filing fee as prescribed by subdivision (y) of Section 25608 of the California Corporations Code.

³ Note to Committee: Certain state laws may impose limitations on the Company’s ability to repurchase securities from a Holder in connection with the Holder’s termination of employment. For example, California provides that, to the extent the terms of an Award give the Company the right, upon termination of the employment of a Holder, to repurchase securities of the Company from such Holder, such repurchase shall be subject to, and shall comply with, Sections 260.140.41(k) and 260.140.42(h) of Title 10 of the California Code of Regulations. These provisions provide limitations on the repurchase price for such securities.

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11.10 Compliance with Applicable Laws. To the extent this Plan requires the Company to comply with applicable laws with respect to any Holder, applicable laws shall be determined on a Holder-by-Holder basis. Accordingly, laws applicable to a particular Holder may not apply to another Holder and therefore the Company’s obligations to one Holder may differ from its obligations to another Holders.

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SWITCH and DATA FACILITIES COMPANY Inc. a Delaware Corporation (“Company”), and GEORGE A. POLLOCK, JR. (“Employee”) on June 16, 2004, to be effective as of June 14, 2004 (the “Effective Date”).

In consideration of the employment by Company, and of the compensation and other remuneration to be paid by Company to Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee, Company and Employee agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES

1.1 Employment: Effective Date. Subject to the terms of this Agreement, Company agrees to employ Employee, and Employee agrees to be employed by Company, beginning as of the Effective Date and continuing until the last day of the Stated Term (as hereinafter defined) unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the “Term”).

1.2 Position. During the Term, Employee shall serve as the Senior Vice President, Chief Financial Officer and Secretary. Employee will serve in a similar capacity for certain subsidiaries as necessary.

1.3 Duties and Services. The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the office referred to in Section 2.2, as well as such additional duties and services appropriate to such office that the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) may determine from time to time. The Employee’s employment shall also be subject to the policies maintained and established by the Board and the CEO, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts to the business and affairs of the Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the consent of the Board, which consent may be withheld by the Board in its sole discretion. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments and other business activities that do not conflict with the business and affairs of the Company or interfere with the Employee’s performance of his duties hereunder.

1.4 Duty of Loyalty. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Company and to do no act that would injure the business, interests or reputation of Company or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Company of all business opportunities

pertaining to Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

ARTICLE 2: STATED TERM AND TERMINATION OF EMPLOYMENT

2.1 Stated Term and Extensions. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on June 13, 2007. Unless either of the parties provides written notice of termination to the other party at least 45 days prior to the expiration of the Stated Term, this Agreement shall automatically extend for an additional calendar year (an “Extended Year Term”). Thereafter, this Agreement shall automatically extend for additional Extended Year Terms, unless either of the parties provides written notice of termination to the other party at least 45 days prior to the expiration of the then current Extended Year Term.

2.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 2.1, Employee’s employment shall terminate prior to the expiration of the Stated Term or any Extended Year Term as follows: (a) Employee’s employment shall automatically terminate upon Employee’s death and (b) Company shall have the right to terminate Employee’s employment at any time for any of the following reasons:

(i) upon Total Disability (as defined below);

(ii) for Cause (as defined below); or

(iii) for any reason not described in Section 2.2(a) or 2.2(b)(i) or (ii), in the sole discretion of the Board of Directors, by giving Employee 30 days’ advance notice (“Without Cause Termination”).

“Total Disability” shall mean the occurrence of any circumstances in which Employee, by reason of illness, incapacity or other disability, has failed to perform his duties or fulfill his obligations under this Agreement for a cumulative total of 130 days in any 12-month period. Any questions as to the existence of Total Disability of Employee as to which Employee and the Company cannot agree shall be determined in writing by a qualified independent physician, mutually acceptable to Employee and the Company. If Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such a determination in writing. The determination of a Total Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of this Agreement.

“Cause” shall mean that Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has been indicted with respect to a felony offense, or a criminal information has been returned with respect to a misdemeanor offense, (C) has willfully refused to perform the duties and responsibilities required of him hereunder, (D) has materially breached any then-current Company policy or code of conduct

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established by Company, which policy or code of conduct was provided to Employee prior to such breach, (E) has willfully engaged in conduct that is materially injurious to Company or any of its affiliates, (F) has breached any material provision of this Agreement that, if correctable, remains uncorrected for 30 days following written notice to Employee by Company of such breach or (G) has voluntarily resigned.

2.3 Employee’s Right to Terminate for “Good Reason”. Employee may terminate his employment hereunder for Good Reason at any time during the Term, in which event Employee shall resign from all of his positions with Company. For purposes of this Agreement, “Good Reason” shall mean any of the following should they occur without the Employee’s prior consent:

(a) The assignment to Employee by Company of duties inconsistent with Employee’s position as Senior Vice President or Chief Financial Officer, or any significant reduction or significant change in either position, stature, or job function, except in connection with the termination of employment for Cause or Total Disability; provided, that “Good Reason” shall not occur pursuant to this Section 2.3(a) unless and until such assignment, significant reduction or significant change remains uncorrected for 30 days following written notice to Company by Employee of same;

(b) A reduction by Company in the Base Salary or benefits received by Employee in violation of this Agreement; provided, that “Good Reason” shall not occur pursuant to this Section 2.3(b) unless and until such reduction of Base Salary or benefits remains uncorrected for 30 days following written notice to Company by Employee of same;

(c) Unless consented to by Employee, Company shall no longer engage in the business of providing colocation and ancillary services by reason of an action taken by a majority of the Board; or

(d) The occurrence of a Change of Control. As used herein, the term “Change of Control” shall mean (i) in the event the Company’s common stock, par value $0.0001 per share (“Common Stock”), is not publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting entity, (ii) in the event the Company’s Common Stock is publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, in the same proportion as immediately prior to the transaction, not less than fifty

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percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting entity, and (iii) any liquidation or sale of all or substantially all of the assets of the Company.

2.4 Effect of Termination.

(a) If Employee’s employment shall terminate upon the expiration of the Stated Term or any Extended Year Term, then, all compensation and all benefits to Employee hereunder shall terminate contemporaneously with such termination of employment.

(b) If Employee’s employment shall terminate prior to the expiration of the Stated Term or an Extended Year Term, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Employee hereunder shall terminate contemporaneously with such termination; provided, that upon any Without Cause Termination or any termination for Good Reason, Company shall continue to pay Employee the Base Salary (as defined below) plus the pro rated bonus amount for that calendar year plus medical insurance premiums for a period of 12 months after such termination, in such installments and at such times as Company would have paid had such termination not occurred. Such Base Salary to be adjusted for any increases in salary.

(c) In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Employee hereby agree that the payments, if any, to be received by Employee pursuant to this Section 2.3 shall be received by Employee as liquidated damages, and Employee shall not have any right to any other payment or damages except for such liquidated damages.

ARTICLE 3: COMPENSATION AND BONUSES

3.1 Base Salary. During the Term, Company shall pay Employee a base salary equal to $210,000 per year (the “Base Salary”), which Company shall pay to Employee consistent with Employer’s payroll procedures.

3.2 Bonuses. During the Term, Company anticipates paying Employee an annual bonus targeted at 50% of Employee’s Base Salary; provided, that the amount of such bonus, while targeted at 50% of Base Salary, shall be subject to financial criteria established by the Board and other business concerns identified by the Board at such time.

3.3 Benefits. During the Term, Employee shall be allowed to participate in Company’s health benefit plan and Company’s 401(k) plan. Company shall not, however, by reason of this paragraph, be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any such plan or program, so long as such changes, if any, are similarly applicable to executive employees generally.

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3.4 Restricted Stock. Employee owns 272,426 shares of Series A Junior Stock and 26,670 shares of Series B Junior Stock. Such shares are fully vested.

3.5 Options. On March 14, 2003, Employee was granted 35,000 Series D-2 Options to purchase 35,000 shares of Series D-2 Preferred Stock. Additionally, in June, 2001 the Employee was granted options to purchase 100,000 shares of the Company’s common stock. The terms of these options are governed by separate option agreements.

ARTICLE 4: PROTECTION OF INFORMATION

4.1 Disclosure to and Property of Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, which are conceived, made, developed, or acquired by Employee, individually or in conjunction with others, during the Term (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to Company’s or any of its affiliates’ business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) (collectively, “Confidential Information”) shall be disclosed to Company and are and shall be the sole and exclusive property of Company and its affiliates. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of Company or its affiliates. Upon termination of Employee’s employment by Company, for any reason, Employee promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to Company.

4.2 Disclosure to Employee. Company shall disclose to Employee, or place Employee in a position to have access to or develop, Confidential Information and Work Product of Company or its affiliates. Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information or Work Product and to the same extent, and on the same basis, as Company’s or its affiliates’ Confidential Information and Work Product.

4.3 No Unauthorized Use or Disclosure. Employee will not, at any time during or after Employee’s employment by Company, make any unauthorized disclosure of Confidential Information or Work Product of Company or its affiliates, or make any use thereof, except in the carrying out of Employee’s responsibilities hereunder.

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4.4 Assistance by Employee. Both during the period of Employee’s employment by Company and thereafter, Employee shall assist Company and its nominee, at any time, in the protection of Company’s or its affiliates worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

4.5 Remedies. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 4 by Employee, and Company or its affiliates shall be entitled to enforce the provisions of this Article 4 by terminating payments then owing to Employee under this Agreement and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Employee and his agents.

ARTICLES: STATEMENTS CONCERNING COMPANY

5.1 In General. Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about Company, any of its affiliates or any of such entities’ officers, employees and consultants, agents or representatives that are slanderous, libelous or defamatory; or that disclose private or confidential information about Company, any of its affiliates or any of such entities’ business affairs, officers, employees and consultants, agents or representatives; or that constitute an intrusion into the seclusion or private lives of any officers, employees and consultants, agents or representatives of Company or any of its affiliates; or that give rise to unreasonable publicity about the private lives of any officers, employees and consultants, agents or representatives of Company or any of its affiliates; or that place Company, any of its affiliates, or any of such entities’ officers, employees and consultants, agents or representatives in a false light before the public; or that constitute a misappropriation of the name or likeness of Company, any of its affiliates or any of such entities’ officers, employees and consultants, agents or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded Company and its affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 6: INDEMNIFICATION

Company shall indemnify Employee to the same extent as directors and officers of the Company are indemnified by Company, which indemnification procedures are set forth in Article 6 of the Company’s Bylaws. Any amendment or modification to the Bylaws shall not affect Employee’s indemnification rights hereunder unless such amendment or modification results in an expansion of such indemnification rights.

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ARTICLE 7: NONCOMPETITION

In General. Executive agrees that, from the date of this Agreement until 12 months after the expiration or termination of this Agreement (the “Non-Compete Period”), Executive shall not, anywhere in the United States:

(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of any business that is competitive with that conducted by Company or its affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude Executive from owning not more than 1% of the equity securities of any publicly held Competitive Operation so long as Executive does not serve as an employee, officer, director or consultant to such business;

(b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (1) attempt to hire, contract or solicit with respect to hiring any employee of Company or its affiliates or (ii) induce or otherwise counsel, advise or encourage any employee of Company or its affiliates to leave the employment of Company or its affiliates; (c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity call upon, solicit, divert or take away, any customer or vendor of Company or its affiliates with whom Executive dealt, directly or indirectly, during his engagement with Company or its affiliates, in connection with a Competitive Operation; provided, however, that Executive may call upon such customers and vendors for the purpose of promoting sales of Company’s or its affiliates’ services and products to such customers and vendors, and for such other purposes as are not reasonably intended to result in any reduction in Company’s or its affiliates’ sales or prospective sales to such customers and vendors.

ARTICLE 7: MISCELLANEOUS

7.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company to: Switch and Data Facilities Company Inc Attention: Chief Executive Officer 1715 N Westshore Blvd, Suite 650 Tampa, Florida 33607

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	With a copy to:
	Mr. Robert Grammig Holland & Knight LLP 100 North Tampa Street Suite 4100 Tampa, FL 33602-3644
If to Employee to:	Mr. George A. Pollock, Jr. 5815 Sierra Crest Lane Lithia, Florida 33547

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

7.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Florida.

7.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.4 Severability. To the extent permitted by applicable law, Company and Employee hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of Company and Employees’s bargain hereunder. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party.

7.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

7.6 Withholding of Taxes and Other Employee Deductions. Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to Company’s employees generally.

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7.7 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

7.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or,” and “including” has the inclusive meaning frequently identified with the phrase “but not limited to.”

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of Company and any successor of Company, by merger or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

7.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by Company.

7.11 Arbitration. Any and all disputes or controversies, whether of law or fact, and of any nature whatsoever arising from or respecting this Agreement, shall be decided by arbitration by the American Arbitration Association in accordance with its Commercial Rules except as modified by this Agreement.

(i) The arbitrator will be mutually selected by the Company and the Employee. If the Company and the Employee do not so agree on a single arbitrator, the Company and the Employee shall each select one independent, qualified arbitrator and the two selected arbitrators shall select a third arbitrator (the three selected arbitrator(s) are referred to as the “Panel”);

(ii) The Arbitration shall take place in Tampa, Florida, or any other location mutually agreeable to the Parties. At the request of either Party, arbitration proceedings will be conducted confidentially; in such case all documents, testimony, and records shall be received, heard, and maintained by the arbitrators in confidentiality, available for inspection only by the Company or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information in confidentiality until such information shall become generally known. The Panel shall be able to award any and all relief, including relief of an equitable nature, provided that punitive damages shall not be awarded. The award rendered by the Panel may be enforceable in any court having jurisdiction to enforce the award;

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(iii) Reasonable notice of the time and place of arbitration shall be given to all Parties and any interested persons as shall be required by law;

(iv) The Arbitration shall be final and binding on the parties; and

(v) The parties acknowledge that they are waiving their right to seek remedies in court, including the right to a jury trial.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above, to be effective as of the Effective Date.

COMPANY:
SWITCH AND DATA FACILITIES COMPANY INC
By:
Name:	Keith Olsen
Title:	Chief Executive Officer
George A. Pollock, Jr.

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

between

SWITCH & DATA FACILITIES COMPANY, INC.

and

ERNEST SAMPERA

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS; CONSTRUCTION
1.1	DEFINITIONS	1
1.2	CONSTRUCTION	1
ARTICLE 2 EMPLOYMENT AND DUTIES
2.1	EMPLOYMENT	1
2.2	POSITION	1
2.3	DUTIES AND SERVICES	1
2.4	DUTY OF LOYALTY	2
ARTICLE 3
STATED TERM AND TERMINATION OF EMPLOYMENT
3.1	STATED TERM	2
3.2	THE COMPANY’S RIGHT TO TERMINATE	2
3.3	THE EMPLOYEE’S RIGHT TO TERMINATE	3
3.4	EFFECT OF TERMINATION	3
ARTICLE 4
COMPENSATION AND BONUSES
4.1	BASE SALARY	4
4.2	BONUSES	5
4.3	BENEFITS	5
ARTICLE 5
PROTECTION OF INFORMATION
5.1	DISCLOSURE TO AND PROPERTY OF THE COMPANY	5
5.2	DISCLOSURE TO THE EMPLOYEE	6
5.3	NO UNAUTHORIZED USE OR DISCLOSURE	6
5.4	OWNERSHIP BY THE COMPANY	7
5.5	ASSISTANCE BY THE EMPLOYEE	7
5.6	REMEDIES	7
ARTICLE 6
STATEMENTS CONCERNING THE COMPANY
6.1	NON-DISPARAGEMENT	7

ARTICLE 7 NONCOMPETITION
7.1	IN GENERAL	8
ARTICLE 8 MISCELLANEOUS
8.1	NOTICES	9
8.2	APPLICABLE LAW	9
8.3	NO WAIVER	9
8.4	SEVERABILITY	9
8.5	COUNTERPARTS	10
8.6	WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS	10
8.7	HEADINGS	10
8.8	GENDER AND PLURALS	10
8.9	ASSIGNMENT	10
8.10	AMENDMENT; ENTIRE AGREEMENT	10
8.11	ARBITRATION	10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”), and Ernest Sampera (the “Employee”) effective as of July 21, 2004 (the “Effective Date”).

BACKGROUND

The Company desires to employ the Employee, and the Employee desires to be employed by the Company; in each case, on the terms and conditions of this Agreement. Accordingly, in consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Employee, the Company and the Employee agree as follows:

TERMS

ARTICLE 1

DEFINITIONS; CONSTRUCTION

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used in this Agreement shall have the meanings given to them in Exhibit A.

1.2 Construction. Unless the context requires otherwise: (a) references to Articles and Sections refer to articles and sections of this Agreement; (b) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; and (c) references to money refer to legal currency of the United States of America.

ARTICLE 2

EMPLOYMENT AND DUTIES

2.1 Employment. Subject to the terms of this Agreement, the Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, beginning as of the Effective Date and continuing until the last day of the Stated Term set forth in Section 3.01 unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the “Term”).

2.2 Position. During the Term, the Employee shall serve as the Senior Vice President and Chief Marketing Officer, of the Company. The Employee acknowledges that the Company is a management company affiliated with Switch & Data Facilities Company, Inc. (the “Parent”) and that the Employee’s duties under this Agreement will involve services on behalf of the Company, Parent and the Parent’s subsidiaries (collectively, the “Switch & Data Group”).

2.3 Duties and Services. The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the office referred to in Section 2.2, as well as such additional duties and services appropriate to such office that the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) may

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determine from time to time. The Employee’s employment shall also be subject to the policies maintained and established by the Board and the CEO, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts to the business and affairs of the Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the consent of the Board, which consent may be withheld by the Board in its sole discretion. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments and other business activities that do not conflict with the business and affairs of the Company or interfere with the Employee’s performance of his duties hereunder.

2.4 Duty of Loyalty. The Employee acknowledges and agrees that the Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests or reputation of the Company or any of its subsidiaries or affiliates. In keeping with these duties, the Employee shall make full disclosure to the Board of all business opportunities pertaining to the Company’s business and shall not appropriate for the Employee’s own benefit any such business opportunities.

ARTICLE 3

STATED TERM AND TERMINATION OF EMPLOYMENT

3.1 Stated Term. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on July 19, 2006. If neither party gives written notice of termination at 30 days prior to the end of the Stated Term or any extension of the Stated Term, this Agreement shall be automatically extended for a period of one year (an “Extended Year Term”) on the same terms and conditions as then in effect.

3.2 The Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows:

(a) the Employee’s employment shall automatically terminate upon the Employee’s death; and

(b) the Company shall have the right to terminate the Employee’s employment at any time for any of the following reasons:

(i) the Employee’s becoming incapacitated by accident, sickness or other circumstance that renders him Totally Disabled;

(ii) for Cause; or

(iii) for any reason not described in Section 3.2(a) or 3.2(b)(i) or (ii) (“Without Cause Termination”).

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3.3 The Employee’s Right to Terminate. The Employee may terminate his employment hereunder for Good Reason at any time during the Term, in which event the Employee shall resign from all of his positions with the Company. For purposes of this Agreement, “Good Reason” shall mean any of the following should they occur without the Employee’s prior consent:

(a) The assignment to the Employee by the Company of duties significantly inconsistent with the Employee’s position designated in Section 2.2, or any significant reduction or significant change in either position, stature, or job function, except in connection with the termination of employment for Cause or in connection with the termination of employment by reason of the Employee becoming Totally Disabled; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(a) unless and until such assignment, significant reduction or significant change remains uncorrected for 30 days following written notice to the Company by the Employee of same;

(b) A reduction by the Company in the Base Salary or benefits received by the Employee in violation of this Agreement; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(b) unless and until such reduction of Base Salary or benefits remains uncorrected for 30 days following written notice to the Company by the Employee of same; or

(c) The transfer of the Employee to a new principal business address that is located more than fifty miles from the city limits of Tampa, Florida. It is understood that from time to time, on a temporary basis, the Employee shall perform services for the Company at various locations, worldwide.

3.4 Effect of Termination.

(a) If Executive’s employment shall terminate by either party giving notice pursuant to Section 2.1 upon the expiration of the Stated Term, then Executive shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination of employment; provided, if Executive complies with the provisions of Articles 6 and 7 hereof, then Company shall continue to pay Executive the Base Salary (as defined below) for a period of 6 months after the expiration of the Stated Term, in such installments and at such times as Company would have paid had such expiration not occurred; provided, to the extent permitted by the applicable benefit plan or Company policy, provide Executive with continued benefits that were in effect as of the Termination of this Agreement for a period of six months, as if Executive had remained an active employee of the Company hereunder for such six months. In the event Executive is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide that Executive with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine.

(b) If Executive’s employment shall terminate prior to expiration of the Stated Term or an Extended Year Term pursuant to Sections 3.2 or 3.3 then, upon such termination,

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regardless of the reason therefor, Executive shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Executive hereunder shall terminate contemporaneously with such termination; provided, that upon any termination for “Good Reason” or upon any “Without Cause Termination,” if Executive complies with the provisions of Articles 6 and 7 hereof, then Company shall (1) pay Executive, in such installments and at such times as Company would have paid had such termination not occurred, the Base Salary (as defined below) for a period of twelve months after such termination (the “Severance Term”) (2) pay Executive the amount of the prior year’s bonus (if any) in twelve equal monthly installments, and (3) to the extent permitted by the applicable benefit plan or Company policy, provide Executive with continued benefits that were in effect as of the termination of this Agreement for twelve months, as if Executive had remained an active employee of the Company hereunder during the Severance Term. With respect to subsection (3) above, in the event Executive is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement, and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide Executive with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine. Notwithstanding the above, if a Change in Control has occurred and a Without Cause Termination or a termination for Good Reason has occurred, and if the Executive is in compliance with Articles 6 and 7 of this Agreement, the Executive shall be entitled to a lump sum payment equal to 1x times the sum of his Base Salary and his prior year’s bonus (in any), in addition to the benefits contemplated by Section 3.4(b)(3).

(c) In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Section 3.4 shall be received by Executive as liquidated damages, and Executive shall not have any right to any other payment or damages hereunder except for such liquidated damages. Any lump sum payment due under this section shall be delivered to the Employee no later than thirty days following the Without Cause Termination or termination for Good Reason.

ARTICLE 4

COMPENSATION AND BONUSES

4.1 Base Salary. During the Term, the Company shall pay the Employee a base salary equal to $180,000 per year (the “Base Salary”), which the Company shall pay to the Employee in equal installments paid twice monthly in arrears.

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4.2 Bonuses. During the Term, the Company anticipates paying the Employee an annual bonus equal to fifty percent (50%) of the then current base salary. Notwithstanding the foregoing, the bonus shall only be payable if and to the extent certain revenue and management goals are achieved for the particular bonus period. The performance goals may vary from year to year and must be agreed upon by the Company and the Employee in advance of each calendar year; provided, however, the Employee, unless he is not otherwise entitled to a bonus under Sections 3.4 or 4.2 of this Agreement, shall be guaranteed a minimum bonus of $45,000 for fiscal year 2004. The Employee shall be paid his bonus at the time similarly situated employees are paid their bonuses. No bonus shall be payable for any period if the Employee resigns without Good Reason prior to the payment of such bonus.

4.3 Benefits

(a) During the Term, the Employee shall be eligible for participation in employee benefit plans (as described or defined in Section 3(3) of ERISA), practices, policies and programs of the Company as may be in effect from time to time for other similarly situated employees of the Company including vacations (20 days of paid time off per calendar year during the Term) in accordance with the Company’s then current policy for its executives. Notwithstanding anything to the contrary in this Agreement, the Company shall have the right to amend or terminate any of the Company’s employee benefit plans (including its health, dental, life, accidental death and dismemberment, short term disability or long term disability welfare plans) so long as such amendment or termination adopted during any period in which the Employee is receiving benefits under any such plan is similarly applicable to senior executives of the Company generally. This Section 4.3(a) shall not entitle the Employee to benefits that are covered more specifically in other Sections of this Agreement (such as salary continuation, bonuses and incentive compensation, all of which have been agreed upon specifically and reflected in this Agreement in such manner.)

(b) On the Effective Date, the Employee shall be granted an option to purchase 20,000 shares of the Parent’s Series D-2 Preferred Stock. Such stock option shall be subject to the terms and conditions of a stock option agreement to be entered into contemporaneously herewith between the Parent and the Company. Notwithstanding anything in this Agreement to the contrary, such stock option agreement (and the stock option plan referenced therein and any future option agreement entered into between the Parent, the Company and the Employee) shall govern any options granted to the Employee, and the terms thereof shall not be amended or modified by the terms of this Agreement

(c) The Company shall reimburse all reasonable out of pocket relocation expenses of the Employee and shall also reimburse the Employee’s commuting expenses between Tampa and New York City until February 1, 2005.

ARTICLE 5

PROTECTION OF INFORMATION

5.1 Disclosure to and Property of the Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, which are conceived, made, developed, or acquired by the Employee, individually or in

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conjunction with others, during the Term (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) (collectively, “Confidential Information”)[EL1] shall be disclosed to the Company and are and shall be the sole and exclusive property of the Company and its Affiliates. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of the Company or its Affiliates. Upon termination of the Employee’s employment by the Company for any reason, the Employee shall promptly deliver such Confidential Information and Work Product, and all copies thereof, to the Company.

5.2 Disclosure to the Employee. The Company may disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates.

5.3 No Unauthorized Use or Disclosure. The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or after the Employee’s employment by the Company[EL2], make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, in each case, except in the carrying out of the Employee’s responsibilities hereunder. The Employee shall inform all persons or entities to whom any Confidential Information shall be disclosed by him in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such Confidential Information is identified as being confidential, and shall call such identifying mark to such recipient’s attention. The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and the Employee is making such disclosure, the Employee shall provide the Company with prompt notice of such requirement, and shall use his commercially reasonable efforts to give such notice prior to making any disclosure, so that the Company may seek an appropriate protective order. At the request of the Company, the Employee agrees to deliver to the Company, at any time during the Term, or thereafter, all Confidential Information which he may possess or control. The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the Term, as between the Employee and the Company, exclusively belongs to the Company (and not to the Employee), and the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of the Employee’s obligations under this Section. As a result of the Employee’s employment by the

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Company, the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its Affiliates. The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

5.4 Ownership by the Company. If, during the Employee’s employment by the Company, the Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by the Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by the Employee in the scope of the Employee’s employment; or, if the work is not prepared by the Employee within the scope of the Employee’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work.

5.5 Assistance by the Employee. Both during the period of the Employee’s employment by the Company and thereafter, the Employee shall assist, upon reasonable notice, the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries, all as may be requested by the Company from time to time in accordance with applicable law.

5.6 [EL3] Remedies. The Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 5 by the Employee, and the Company or its affiliates shall be entitled to enforce the provisions of this Article 5 by terminating payments then owing to the Employee under this Agreement and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Employee and his agents.

ARTICLE 6

STATEMENTS CONCERNING THE COMPANY

6.1 Non-Disparagement. The Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives that are slanderous, libelous or defamatory; or that disclose private or confidential information about the Company, any of its Affiliates or

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any of such entities’ business affairs, officers, employees and consultants, agents or representatives; or that constitute an intrusion into the seclusion or private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates; or that give rise to unreasonable publicity about the private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates; or that place the Company, any of its Affiliates, or any of such entities’ officers, employees and consultants, agents or representatives in a false light before the public; or that constitute a misappropriation of the name or likeness of the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company and its Affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 7

NONCOMPETITION

7.1 In General. Executive agrees that, from the date of this Agreement until 12 months after the expiration or termination of this Agreement (the “Non-Compete Period”), Executive shall not, anywhere in the United States:

(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of any business in those states that, as of the expiration or termination of this Agreement, the Company is presently doing business in or that the Company intends to do business in the upcoming 12 months (which intent shall have been demonstrated by a Board or committee resolution or formal business plan of the Company) that is directly competitive with that conducted by Company or its affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude Executive from owning not more than 1% of the equity securities of any publicly held Competitive Operation so long as Executive does not serve as an employee, officer, director or consultant to such business;

(b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either: (i) attempt to hire, contract or solicit with respect to hiring any employee of Company or its affiliates or (ii) induce or otherwise counsel, advise or encourage any employee of Company or its affiliates to leave the employment of Company or its affiliates;

(c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity call upon, solicit, divert or take away, any customer or vendor of Company or its affiliates with whom Executive dealt, directly or indirectly, during his engagement with Company or its affiliates, in connection with a Competitive Operation; provided, however, that Executive may call upon such customers and vendors for the purpose of promoting sales of Company’s or its affiliates’ services and products to such customers and

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vendors, and for such other purposes as are not reasonably intended to result in any reduction in Company’s or its affiliates’ sales or prospective sales to such customers and vendors.

ARTICLE 8

MISCELLANEOUS

8.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company to:	Switch & Data Facilities Company, Inc. 1715 N. Westshore Blvd., Suite 650 Tampa, Florida 33607 Attention: General Counsel
With a copy to:	Holland & Knight LLP 100 North Tampa Street, Suite 4100 Tampa, Florida 33602 Attention: Robert J. Grammig, Esq.
If to the Employee to:	Ernest Sampera 46 Marakill Lane New Paltz, New York 12561

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

8.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Florida.

8.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

8.4 Severability. To the extent permitted by applicable law, the Company and the Employee hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Company and the Employee’s bargain hereunder. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall remain in full force and effect so long as the economic or legal

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substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party.

8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

8.6 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company’s employees generally.

8.7 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

8.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or,” and “including” has the inclusive meaning frequently identified with the phrase “but not limited to.”

8.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, by merger or otherwise. The Company may assign this Agreement to any of its Affiliates at any time. Except as provided in the two preceding sentences, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

8.10 Amendment; Entire Agreement. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by both parties. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of the Employee by the Company and supersedes any and all prior agreements.

8.11 Arbitration. Any and all disputes or controversies, whether of law or fact, and of any nature whatsoever arising from or respecting this Agreement, shall be decided by arbitration by the American Arbitration Association in accordance with its Commercial Rules except as modified by this Agreement.

(a) The arbitrator will be mutually selected by the Company and the Employee. If the Company and the Employee do not so agree on a single arbitrator, the Company and the Employee shall each select one independent, qualified arbitrator and the two selected arbitrators shall select a third arbitrator (the three selected arbitrator(s) are referred to as the “Panel”);

(b) The Arbitration shall take place in Tampa, Florida, or any other location mutually agreeable to the Parties. At the request of either Party, arbitration proceedings will be

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conducted confidentially; in such case all documents, testimony, and records shall be received, heard, and maintained by the arbitrators in confidentiality, available for inspection only by the Company or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information in confidentiality until such information shall become generally known. The Panel shall be able to award any and all relief, including relief of an equitable nature, provided that punitive damages shall not be awarded. The award rendered by the Panel may be enforceable in any court having jurisdiction to enforce the award;

(c) Reasonable notice of the time and place of arbitration shall be given to all Parties and any interested persons as shall be required by law;

(d) The Arbitration shall be final and binding on the parties; and

(e) The parties acknowledge that they are waiving their right to seek remedies in court, including the right to a jury trial.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY:
SWITCH & DATA FACILITIES COMPANY, INC.
By:
	Keith Olsen, Chief Executive Officer

EMPLOYEE:

Ernest Sampera

Switch & Data Facilities Company, Inc.

Employment Agreement

Signature Page

EXHIBIT A

DEFINED TERMS

As used in the Agreement, the following terms shall have the respective meanings set forth below or set forth in the provision of the Agreement following such term.

“Affiliate” shall mean any other person or entity (i) that is directly or indirectly controlled by the person or entity in question, (ii) that directly or indirectly controls the person or entity in question, or (iii) that directly or indirectly is under common control with the person or entity in question. For purposes of the foregoing definition, (x) a person or entity controls another entity if it or he directly or indirectly owns, or has the right to vote, at least 20% of the beneficial interests in the entity or if through other agreements (e.g., management agreement) has the right to control the policies of such entity; (y) indirect control includes control held through one or more tiers of subsidiary or intervening entities (such as corporations, partnerships, trusts, or limited liability companies); and (z) “control” includes the ability, directly or indirectly, to direct the management or policies of such entity, whether through the ownership of voting rights, pursuant to a contract, or otherwise.

“Agreement” shall have the meaning ascribed to such term in the preamble of this Employment Agreement.

“Base Salary” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.

“Board” shall have the meaning ascribed to such term in Section 2.3 of this Agreement.

“Cause” shall mean that the Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has been indicted with respect to a felony offense, or a criminal information has been returned with respect to a misdemeanor offense, (C) has willfully refused to perform the duties and responsibilities required of him hereunder, (D) has materially breached any then-current material Company policy or code of conduct established by the Company, which policy or code of conduct was provided to the Employee prior to such breach, or has continued to materially breach, after 30 days written notice, any other policy or code of conduct, (E) has willfully engaged in conduct that is materially injurious to the Company or any of its affiliates, (F) has breached any material provision of this Agreement that, if correctable, remains uncorrected for 30 days following written notice to the Employee by the Company of such breach or (G) has voluntarily resigned.

“Change in Control” shall mean (i) in the event the Company’s common stock, par value $0.0001 per share (“Common Stock”), is not publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting

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Exhibit A - Defined Terms

Page 1

entity, (ii) in the event the Company’s Common Stock is publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Company, other than a transaction in which the Company’s shareholders, immediately prior to the transaction hold, immediately thereafter, in the same proportion as immediately prior to the transaction, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the resulting entity or the ultimate parent of the resulting entity, and (iii) any liquidation or sale of all or substantially all of the assets of the Company.

“Company” shall have the meaning ascribed to such term in the preamble of this Agreement.

“Confidential Information” shall have the meaning ascribed to such term in Section 5.1 of this Agreement.

“Effective Date” shall have the meaning ascribed to such term in the preamble of this Agreement.

“Employee” shall have the meaning ascribed to such term in the preamble of this Agreement.

“Term” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

“Totally Disabled” shall mean failure by the Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his obligations under this Agreement in the view of the Company and as certified in writing by a competent medical physician chosen by the Company, for a cumulative total of 180 days in any 12-month period.

“Without Cause Termination” shall have the meaning ascribed to such term in Section 3.2(b)(iii) of this Agreement.

“Work Product” shall have the meaning ascribed to such term in Section 5.1 of this Agreement.

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Exhibit A - Defined Terms

Page 2

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

between

SWITCH & DATA MANAGEMENT COMPANY LLC

and

WILLIAM F. ROACH, JR.

ARTICLE 1 DEFINITIONS; CONSTRUCTION		1
1.1	Definitions	1
1.2	Construction	1
ARTICLE 2 EMPLOYMENT AND DUTIES		1
2.1	Employment	1
2.2	Position	1
2.3	Duties and Services	2
2.4	Duty of Loyalty	2
ARTICLE 3 STATED TERM AND TERMINATION OF EMPLOYMENT		2
3.1	Stated Term	2
3.3	The Employee’s Right to Terminate	3
3.4	Effect of Termination	4
ARTICLE 4 COMPENSATION AND BONUSES		5
4.1	Compensation	5
4.2	No Bonus	5
4.3	Benefits	5
ARTICLE 5 PROTECTION OF INFORMATION		5
5.1	Disclosure to and Property of the Company	5
5.2	Disclosure to the Employee	6
5.3	No Unauthorized Use or Disclosure	6
5.4	Ownership by the Company	7
5.5	Assistance by the Employee	7
5.6	Remedies	7
ARTICLE 6 STATEMENTS CONCERNING THE COMPANY		7
ARTICLE 7 MISCELLANEOUS		8
7.1	Notices	8
7.2	Applicable Law	8
7.3	No Waiver	8
7.4	Severability	9
7.5	Counterparts	9
7.6	Withholding of Taxes and Other Employee Deductions	9
7.7	Venue	9
7.8	Headings	9
7.10	Assignment	9
7.11	Amendment; Entire Agreement	9

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Switch & Data Management Company LLC, a Delaware limited liability company (the “Company”), and William F. Roach, Jr. (the “Employee”) effective as of July 1, 2006 (the “Effective Date”).

BACKGROUND

the Company desires to continue to employ the Employee, and the Employee desires to continue to be employed by the Company, in each case, on the terms and conditions of this Agreement. Accordingly, in consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Employee, the Company and the Employee agree as follows:

TERMS

ARTICLE 1

DEFINITIONS; CONSTRUCTION

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings as defined in the body of this Agreement.

1.2 Construction. Unless the context requires otherwise: (a) references to Articles and Sections refer to articles and sections of this Agreement; (b) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made apart of this Agreement for all purposes; and (c) references to money refer to legal currency of the United States of America.

ARTICLE 2

EMPLOYMENT AND DUTIES

2.1 Employment. Subject to the terms of this Agreement, the Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, beginning as of the Effective Date and continuing until the last day of the Stated Term set forth in Section 3.01 unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the “Term”).

2.2 Position. During the Term, the Employee shall serve as a Senior Vice President-Sales of the Company. The Employee acknowledges that the Company is a management company affiliated with Switch & Data Facilities Company, Inc. (the “Parent”) and that the Employee’s duties under this Agreement will involve services on behalf of the Company, Parent and the Parent’s subsidiaries (collectively, the “Switch & Data Group”).

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2.3 Duties and Services. The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the office referred to in Section 2.2, as well as such additional duties and services appropriate to such office that the Board of Directors of the Company (the “Board”) or the Chief Executive Officer may determine from time to time. The Employee’s employment shall also be subject to the policies maintained and established by the Board, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts to the business and affairs of the Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the consent of the Board, which consent may be withheld by the Board in its sole discretion. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments and other business activities that do not conflict with the business and affairs of the Company or interfere with the Employee’s performance of his duties hereunder.

2.4 Duty of Loyalty. The Employee acknowledges and agrees that the Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and the Switch & Data Group and to do no act that would injure the business, interests or reputation of the Company or any member of the Switch & Data Group. In keeping with these duties, the Employee shall make full disclosure to the Board of all business opportunities pertaining to the Company’s business and shall not appropriate for the Employee’s own benefit any such business opportunities.

ARTICLES 3

STATED TERM AND TERMINATION OF EMPLOYMENT

3.1 Stated Term. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on December 31, 2007 or at such later time as contemplated by the following sentence. On January 1 of each year, beginning on January 1, 2008, the Stated Term shall automatically be extended for a period of one year unless either party gives written notice to the other party on or before December 1 of the preceding year. For example, in order to avoid any doubt, notice of termination must be given on before December 1, 2007 or the Stated Term shall automatically be extended to December 31, 2008

3.2 The Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows:

(a) the Employee’s employment shall automatically terminate upon the Employee’s death; and

(b) the Company shall have the right to terminate the Employee’s employment at any time for any of the following reasons:

(i) failure by the Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his obligations under this Agreement in the view of the Company and as certified in writing by a competent medical physician chosen by the Company, for a cumulative total of 180 days in any 12-month period (“Totally Disabled”);

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(ii) for Cause; or

(iii) for any reason not described in Section 3.2(a) or 3.2(b)(i) or (ii) (“Without Cause Termination ”).

(c) for the purposes of this Agreement “Cause” shall mean that the Employee (i) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (ii) has been indicted with respect to a felony offense, or a criminal information has been returned with respect to a misdemeanor offense, (iii) has willfully refused to perform the duties and responsibilities required of him hereunder, (iv) has materially breached any then-current Company policy or code of conduct established by the Company, which policy or code of conduct was provided to the Employee prior to such breach, (v) has willfully engaged in conduct that is materially injurious to the Company or any of its affiliates, (vi) has breached any material provision of this Agreement that, if correctable, remains uncorrected for 30 days following written notice to the Employee by the Company of such breach or (vii) has voluntarily resigned.

3.3 The Employee’s Right to Terminate. The Employee may terminate his employment hereunder for Good Reason at any time during the Term, in which event the Employee shall resign from all of his positions with the Company. For purposes of this Agreement, “Good Reason” shall mean any of the following should they occur without the Employee’s prior consent:

(a) The assignment to the Employee by the Company of duties significantly inconsistent with the Employee’s position designated in Section 2.2, or any significant reduction or significant change in either position, stature, or job function, except in connection with the termination of employment for Cause or in connection with the termination of employment by reason of the Employee becoming Totally Disabled; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(a) unless and until such assignment, significant reduction or significant change remains uncorrected for 30 days following written notice to the Company by the Employee of same;

(b) A reduction by the Company in the Base Salary or to make the other payments required to be made to the Employee under Section 4.1 of this Agreement (if any) or to provide benefits due to be received by the Employee, in each case in violation of this Agreement; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(b) unless and until such reduction of Base Salary or the failure to make the other payments required to be made to the Employee under Section 4.1 of this Agreement (if any) or provide required benefits remains uncorrected for 30 days following written notice to the Company by the Employee of same; or

(c) Unless consented to by the Employee, the Company ceases to engage in the business of providing colocation and ancillary services by reason of an action taken by a majority of the Board.

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3.4 Effect of Termination.

(a) If the Employee’s employment shall terminate upon the expiration of the Stated Term, then all compensation, and benefits to the Employee not yet accrued hereunder shall terminate contemporaneously with the expiration of the Stated Term.

(b) If the Employee’s employment shall terminate prior to the expiration of the Stated Term, then, upon such termination, regardless of the reason therefor, all compensation and benefits to the Employee not yet accrued hereunder shall terminate contemporaneously with the termination of this Agreement; provided, that upon any Without Cause Termination or any termination for Good Reason, the Company shall continue to pay the Employee the Base Salary for a period of six months after such termination. Such installments shall be made at such times as the Company would have paid had the Employee been continuously employed during such six-month period.

(c) In light of the difficulties in estimating the damages for an early termination of this Agreement, the Company and the Employee hereby agree that the payments, if any, to be received by the Employee pursuant to this Section 3.4 shall be received by the Employee as liquidated damages, and the Employee shall not have any right to any other payment or damages except for such liquidated damages.

(d) In the event this Agreement is terminated and the Company is obligated to make payments pursuant to this Section 3.4, the Employee hereby releases and waives any and all claims against the Company, its subsidiaries, and their respective officers, directors, employees, agents, or representatives, stockholders and any Affiliate relating to this Agreement and to his employment and, as a condition to receiving salary continuation or severance payments, the Employee will enter into and deliver to the Company a separate release and waiver in a form reasonably satisfactory to the Company to further evidence such release and waiver; provided, that such release shall not include a release of any claims that may arise in favor of the Employee as a result of the Company’s failure to pay the Employee any salary continuation or severance payments due to the Employee pursuant to this Section 3.4 after the date the Employee enters into such release and waiver.

(e) For purposes of this Agreement, “Affiliate” shall mean any other person or entity (i) that is directly or indirectly controlled by the person or entity in question, (ii) that directly or indirectly controls the person or entity in question, or (iii) that directly or indirectly is under common control with the person or entity in question. For purposes of the foregoing definition, (x) a person or entity controls another entity if it or he directly or indirectly owns, or has the right to vote, at least 20% of the beneficial interests in the entity or if through other agreements (e.g., management agreement) has the right to control the policies of such entity; (y) indirect control includes control held through one or more tiers of subsidiary or intervening entities (such as corporations, partnerships, trusts, or limited liability companies); and (z) “control” includes the ability, directly or indirectly, to direct the management or policies of such entity, whether through the ownership of voting rights, pursuant to a contract, or otherwise.

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ARTICLE 4

COMPENSATION AND BONUSES

4.1 Compensation. During the Term, the Employee shall be entitled to a Base Salary of $16,666.66 per month and to such additional compensation as determined pursuant to the commission plan attached to this Agreement as Exhibit A (the “Initial Plan”). On or before December 1, 2007, in the event the Stated Term is to be extended, the Initial Plan shall be amended by a written agreement (an “Amended Plan”) between the parties. This amendment shall take into account a number of objectives developed by the Chief Executive Officer and/or the Company’s Compensation Committee. In each subsequent year, if the Stated Term is to be extended, the parties shall amend the relevant Amended Plan in writing. If no agreement is reached on an amendment to the Initial Plan or to an Amended Plan, then such Initial Plan or Amended Plan, as the case may be, shall remain in full force and effect until it is amended in writing by the parties.

4.2 No Bonus. During the Term, except as set forth on Exhibit A, the Employee shall not be entitled to a bonus, unless he is specifically included by the Board in a particular bonus program.

4.3 Benefits. During the Term, the Employee shall be eligible for participation in and to receive all benefits under employee benefit plans (as described or defined in Section 3(3) of ERISA), practices, policies and programs of the Company as may be in effect from time to time for other similarly situated employees of the Company including vacations (25 days of paid vacation per calendar year during the Term) and sick leave in accordance with the Company’s then current policy for its executives. Notwithstanding anything to the contrary in this Agreement, the Company shall have the right to amend or terminate any of the Company’s employee benefit plans (including its health, dental, life, accidental death and dismemberment, short term disability or long term disability welfare plans) so long as such amendment or termination adopted during any period in which the Employee is receiving benefits under any such plan is similarly applicable to senior executives of the Company generally. This Section 4.3(a) shall not entitle the Employee to benefits that are covered more specifically in other Sections of this Agreement (such as salary continuation, which have been agreed upon specifically and reflected in this Agreement in such manner.)

ARTICLE 5

PROTECTION OF INFORMATION

5.1 Disclosure to and Property of the Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable. or not, which are conceived, made, developed, or acquired by the Employee, individually or in conjunction with others, during the Term (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques,

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prospective names, and marks) (collectively, “Confidential Information”) shall be disclosed to the Company and are and shall be the sole and exclusive property of the Company and its Affiliates. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of the Company or its Affiliates. Upon termination of the Employee’s employment by the Company for any reason, the Employee shall promptly deliver such Confidential Information and Work Product, and all copies thereof, to the Company.

5.2 Disclosure to the Employee. The Company may disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates.

5.3 No Unauthorized Use or Disclosure. The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or after the Employee’s employment by the Company, make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, in each case, except in the carrying out of the Employee’s responsibilities hereunder. The Employee shall inform all persons or entities to whom any Confidential Information shall be disclosed by him in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such Confidential Information is identified as being confidential, and shall call such identifying mark to such recipient’s attention. The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and the Employee is making such disclosure, the Employee shall provide the Company with prompt notice of such requirement, and shall use his commercially reasonable efforts to give such notice prior to making any disclosure, so that the Company may seek an appropriate protective order. At the request of the Company, the Employee agrees to deliver to the Company, at any time during the Term, or thereafter, all Confidential Information which he may possess or control. The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the Term, as between the Employee and the Company, exclusively belongs to the Company (and not to the Employee), and the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of the Employee’s obligations under this Section. As a result of the Employee’s employment by the Company, the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its Affiliates. The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work

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Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

5.4 Ownership by the Company. If, during the Employee’s employment by the Company, the Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s business products, or services, whether such work is created solely by the Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by the Employee in the scope of the Employee’s employment; or, if the work is not prepared by the Employee within the scope of the Employee’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If such work is neither prepared by the Employee within the scope of the Employee’s employment nor a work specially ordered that is deemed to be a work made for hire, then the Employee hereby agrees to assign, and by these presents does assign, to the Company all of the Employee’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

5.5 Assistance by the Employee. Both during the period of the Employee’s employment by the Company and thereafter, the Employee shall assist the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries, all as may be requested by the Company from time to time.

5.6 Remedies. The Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 5 by the Employee, and the Company or its affiliates shall be entitled to enforce the provisions of this Article 5 by terminating payments then owing to the Employee under this Agreement and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Employee and his agents.

ARTICLE 6

STATEMENTS CONCERNING THE COMPANY

The Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives that are slanderous, libelous or defamatory; or that disclose private or confidential information about the Company, any of its Affiliates or any of such entities’

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business affairs, officers, employees and consultants, agents or representatives; or that constitute an intrusion into the seclusion or private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates; or that give rise to unreasonable publicity about the private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates; or that place the Company, any of its Affiliates, or any of such entities’ officers, employees and consultants, agents or representatives in a false light before the public; or that constitute a misappropriation of the name or likeness of the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company and its Affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 7

MISCELLANEOUS

7.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company to:	Switch & Data Management Company LLC
	1715 North Westshore Boulevard Suite 650
	Tampa, Florida 33607
	Attention: General Counsel
With a copy to:	Holland & Knight LLP
	100 North Tampa Street Suite 4100
	Tampa, Florida 33602
	Attention: Robert J. Grammig
If to the Employee to:	Mr. William F. Roach, Jr.
	24020 Oak Knoll Circle
	Los Altos Hills, CA 94022

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

7.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Florida.

7.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

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7.4 Severability. To the extent permitted by applicable law, the Company and the Employee hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Company and the Employee’s bargain hereunder. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party.

7.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

7.6 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company’s employees generally.

7.7 Venue. Any dispute arising out of or related to this Agreement, shall be brought solely in the appropriate state court in Hillsborough County, Florida or the United States District Court for the Middle District of Florida, Tampa Division and the parties acknowledge that such courts are the exclusive appropriate venues for any such actions. All parties accept the jurisdiction of such courts. Notwithstanding the above, the Company shall have the right to enforce Articles 5 and 6 of this Agreement in any court having jurisdiction over the Employee.

7.8 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

7.9 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or,” and “including” has the inclusive meaning frequently identified with the phrase “but not limited to.”

7.10 Assignment. This Agreement shall automatically be binding upon and inure to the benefit of the Company and any successor of the Company, by merger or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

7.11 Amendment; Entire Agreement. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by both parties. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of the Employee by the Company and supersedes any and all prior agreements regarding its subject matter.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY:
SWITCH & DATA MANAGEMENT COMPANY LLC
By:	/s/ Keith Olsen
	Keith Olsen Chief Executive Officer

EMPLOYEE:

/s/ William F. Roach, Jr.

William F. Roach, Jr.

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EXHIBITA

COMMISSION PLAN

See attached.

-1-

Switch and Data

2006 Commission Plan for Senior Vice President Sales (SVP)

2006 Goals:

• Manage existing revenue base and continue to grow customer relationships

• Exceed corporate revenue goals and meet strategic business objectives

Exhibits

Exhibit A:   Revenue Assignment as of January 1, 2006 (subject to change)

Exhibit B:   Revenue Payout Matrix

2006 Plan Details

The 2006 Commission Plan is effective January 1, 2006.

Quota Determination

• The Quota is based on the 2006 Budgeted Revenue Plan.

The Senior Vice President will be eligible for a base salary plus variable compensation.

The Variable Compensation Payout Structure is based on the following:

• 75% based on Invoiced Revenue (including credits, billed NRC, etc and paid monthly). This plan component is “Year to Date”. Monthly commissions will be paid out according to the 2006 Revenue Payout Matrix (Exhibit B)

• 25% Management Objectives

Management Objectives

•      Participation	16	%	paid quarterly
Q1(10) Q2(15) Q3(15) Q4(20)
•      Average Revenue Per Unit (ARPU)	7	%	paid quarterly
•      Customer Satisfaction (Sales)	7	%	annual

Min/Max payment – The January and February 2006 commissions payments will be reviewed and held to a minimum or maximum commission payment due to the nature of the YTD plan and allowing for possible ‘jump off’ miscalculations – all RVPs will receive the tier specific minimum payment as outlined in the 2006 RVP Compensation Payout Matrix or a tier specific maximum payment which represents 105% of plan.

Target Account Program

The Target Account Program (TAP) is a list of targeted accounts that have been identified as potential Switch and Data customers. Each National Account Manager will receive compensation for successful execution of a qualified Sales Order from the “Target Account” Company. The status will be reviewed and paid quarterly in accordance with the schedule detailed within the NAM Payout Matrix. As Target Accounts become customers, new companies will be added to the individual NAMs list.

General Terms and Conditions

• Commission payments are paid within 45 days following the applicable period earned.

• Chargebacks and credits will be included in Invoiced Revenue.

• Settlement fees, taxes and other government fees are excluded from Invoiced Revenue.

• Compensation plan is subject to change upon management discretion.

1715 N. Westshore Blvd

Suite 650

Tampa, FL 33607

813.207.7700 phone

EX-10.5

Exhibit 10.5

[LOGO APPEARS HERE]

August 8, 2005

Mr. Ali Marashi

1377 Sheffield Glen Way

Atlanta, GA 30329

Dear Ali:

Pursuant to our discussions, Switch and Data Management Company LLC. or a subsidiary thereof (Switch and Data) is pleased to confirm its offer to you as Vice President, Engineering/CIO. This offer does not constitute an employment contract or an employment guarantee. The essential terms of such offer are outlined below:

1. Base Salary: $200,000.00 per annum. Pay is biweekly.

2. Paid Time Off: During the first two years of employment, you will be eligible for 14 days of paid time off; upon completion of two years through 59 – you are eligible for 19 days and upon completion of 5 years of employment, you are eligible for 25 days of paid time.

3. Equity: You will be granted 10,500 options to purchase Common Stock of Switch & Data Facilities Company, Inc. (“Stock”) pursuant to the Switch & Data Facilities Company, Inc. Stock Incentive Plan at a purchase price equal to the fair market value of the Stock on the date of the grant. Your options will become exercisable ratably over a four-year period. The exact details of the options will be contained in your Option Agreement.

4. Bonus: Company shall pay employee bonuses in accordance with Company’s standard policy or as established by the Board. Such bonuses, if any, neither increase Employee’s Base Salary nor establish a minimum amount for subsequent bonuses. However, the target bonus will be 50% of annual base salary.

5. 401(k): Switch & Data has a 401(k) plan administered by American United Life (AUL). Currently, the basic terms of such plan include eligibility at the first of the month following your first day of employment with Switch and Data. 50% match from Switch and Data on all money put in the 401(k) that vest over three years. However, the 401(k) plan is subject to annual reviews and the terms could change in the future.

Switch and Data

1715 N. Westshore Blvd

Suite 650

Tampa, FL 33607

813.207.7700 phone

813.282.8741 fax

Page 2

6. Benefits: Switch and Data provides a comprehensive medical, dental and life insurance program, which you will be eligible for on your first day of employment. Switch and Data offers to pay a percentage of the cost of the premiums of these group insurance policies for its employees. Details of coverage will be provided.

7. Start Date: Monday, August 29, 2005.

8. Reporting: You will report to the President and CEO, Keith Olsen.

9. Relocation: Switch and Data will pay approved relocation expenses. Your relocation to Vienna, VA within 90 days of start date. Please coordinate your move with the Human Resources Department as Switch and Data has a national contract with Graebel Movers. If you leave the employment of Switch and Data less than one year from your start date, repayment of relocation expenses will be made to Switch and Data.

10. Office Location: You will be expected to set up an office located at: 7990 Science Applications Court, Vienna, VA 22182.

11. Coordinate tax and bank issues with Ms. Jeannie Johnson or Mrs. Joan Gates in the Human Resources Department at (813) 207-7700.

Ali, we are excited about the prospect of your joining Switch and Data. Please indicate your acceptance by signing below and returning a copy by Wednesday, August 10, 2005. Should you have any questions, please give me a call.

Cordially,

/s/ Joan Gates

Joan Gates

Human Resources Director

I understand that I am being offered employment but the standard background check has not yet been completed. I further understand that I am being offered the position contingent upon successful completion of the background check and realizing that any false information, misrepresentation, or omissions, whether oral or written on my part will result in immediate termination of my employment.

Agreed to and accepted this 8th day of August 2005.

/s/ Ali Marashi

Mr. Ali Marashi

Cc: File

Switch and Data

1715 N. Westshore Blvd

Suite 650

Tampa, FL 33607

813.207.7700 phone

813.282.8741 fax

EX-10.6

Exhibit 10.6

EXECUTION COPY

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

among

SWITCH & DATA HOLDINGS, INC.,

as the Borrower

THE INSTITUTIONS PARTY HERETO

FROM TIME TO TIME AS LENDERS,

as the Lenders,

DEUTSCHE BANK AG NEW YORK BRANCH,

as the Administrative Agent,

CANADIAN IMPERIAL BANK OF COMMERCE,

and ROYAL BANK OF CANADA

as the Co-Documentation Agents,

CIT LENDING SERVICES CORPORATION

and BNP PARIBAS

as the Co-Syndication Agents,

and

DEUTSCHE BANK SECURITIES, INC.

BNP PARIBAS,

as Joint Lead Arrangers

AMENDED AND RESTATED AS OF

OCTOBER 13, 2005

TABLE OF CONTENTS

		Page
ARTICLE I.     DEFINITIONS		1
Section 1.1.	Defined Terms	1
Section 1.2.	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	36
Section 1.3.	Other Definitional Provisions and Rules of Construction	36
ARTICLE II.     AMOUNTS AND TERMS OF COMMITMENTS AND LOANS		38
Section 2.1.	Commitments; Making of Loans; the Register; Notes	38
Section 2.2.	Letters of Credit	42
Section 2.3.	Interest on the Loans	47
Section 2.4.	Fees	50
Section 2.5.	Repayments, Prepayments and Reductions in Commitments; General Provisions Regarding Payments	51
Section 2.6.	Special Provisions Governing Eurodollar Rate Loans	57
Section 2.7.	Increased Costs; Taxes; Capital Adequacy	59
Section 2.8.	Obligation of the Lenders to Mitigate	63
ARTICLE III.     CONDITIONS PRECEDENT TO THE EFFECTIVE DATE AND TO ALL LOANS ON THE EFFECTIVE DATE		64
Section 3.1.	Conditions Precedent to the Effective Date and Loans	64
Section 3.2.	Conditions Precedent to All Loans	69
ARTICLE IV.     REPRESENTATIONS AND WARRANTIES		70
Section 4.1.	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries	70
Section 4.2.	Authorization of Borrowing, etc	71
Section 4.3.	Solvency	72
Section 4.4.	Financial Condition	72
Section 4.5.	No Material Adverse Effect	73
Section 4.6.	Title to Properties; Liens; Real Property; Accounts	73
Section 4.7.	Litigation; Adverse Facts	73
Section 4.8.	Payment of Taxes	74
Section 4.9.	Performance of Agreements; Material Contracts	74
Section 4.10.	Governmental Regulation	74
Section 4.11.	Securities Activities	74
Section 4.12.	Labor Matters	75
Section 4.13.	Certain Fees	75

i

TABLE OF CONTENTS

(continued)

		Page
Section 4.14.	Environmental Protection	75
Section 4.15.	Matters Relating to Collateral	76
Section 4.16.	Immunity	77
Section 4.17.	Additional Matters	77
Section 4.18.	Pro Forma Leverage Ratio on Closing Date	78
ARTICLE V.     BORROWER’S AFFIRMATIVE COVENANTS		78
Section 5.1.	Financial Statements and Other Reports	78
Section 5.2.	Performance of Obligations; Conduct of Business	83
Section 5.3.	Projections	83
Section 5.4.	Existence	84
Section 5.5.	Payment of Obligations	84
Section 5.6.	Maintenance of Properties; Insurance	84
Section 5.7.	Inspection; Lender Meeting	85
Section 5.8.	Compliance with Laws; Governmental Actions and Rights of Way	85
Section 5.9.	Environmental Matters	86
Section 5.10.	Payment of Liens	89
Section 5.11.	Additional Actions Related to Collateral	89
Section 5.12.	Further Assurances	92
Section 5.13.	Use of Proceeds	93
Section 5.14.	Intellectual Property	93
Section 5.15.	Interest Rate Protection	94
Section 5.16.	Landlord Consents And Estoppel Agreements	94
Section 5.17.	Unrestricted Subsidiaries and Restricted Subsidiaries	94
Section 5.18.	Redemption and Series C Share Payments	95
ARTICLE VI.     BORROWER’S NEGATIVE COVENANTS		95
Section 6.1.	Indebtedness	96
Section 6.2.	Liens and Related Matters	97
Section 6.3.	Change of Filing Location	98
Section 6.4.	Change of Name	98
Section 6.5.	Investments; Joint Ventures	98
Section 6.6.	Financial Covenants	98
Section 6.7.	Restriction on Fundamental Changes; Asset Sales and Acquisitions	99
Section 6.8.	Sales and Lease-Backs	100
Section 6.9.	Sale or Discount of Receivables	100

ii

TABLE OF CONTENTS

(continued)

		Page
Section 6.10.	Transactions with Shareholders and Affiliates	101
Section 6.11.	Certain Restrictions on Changes to Charter Documents	102
Section 6.12.	Certain Restrictions in Respect of Material Contracts	102
Section 6.13.	Limitations on Restricted Actions	103
Section 6.14.	Nature of Business	103
Section 6.15.	Fiscal Year	103
Section 6.16.	Restricted Payments	103
Section 6.17.	Accounts	104
Section 6.18.	Funding of Foreign Subsidiaries	104
Section 6.19.	Termination of Real Estate Leases; Lease Litigation Cost	104
Section 6.20.	Limitations on Unrestricted Subsidiaries	104
Section 6.21.	Limitations on Uses of Proceeds of Canadian Subsidiary Contribution and Canadian Revolver Note.	105
ARTICLE VII.     EVENTS OF DEFAULT		105
Section 7.1.	Failure to Make Payments When Due	105
Section 7.2.	Default Under Other Indebtedness	105
Section 7.3.	Breach of Warranty	106
Section 7.4.	Involuntary Bankruptcy Proceeding, Etc	106
Section 7.5.	Voluntary Bankruptcy Proceeding, Etc	106
Section 7.6.	Judgments	106
Section 7.7.	Dissolution	107
Section 7.8.	Change in Control	107
Section 7.9.	Non-Performance of Certain Covenants and Obligations	107
Section 7.10.	Impairment of Material Contract	107
Section 7.11.	Default Under or Termination of Material Contracts	107
Section 7.12.	Default Under or Termination of Governmental Actions	108
Section 7.13.	Failure of Guaranty or Other Loan Document; Repudiation of Obligations	108
Section 7.14.	Criminal Proceeding	108
Section 7.15.	ERISA	108
Section 7.16.	Initial Remedies	109
ARTICLE VIII.     AGENTS		110
Section 8.1.	Appointment	110
Section 8.2.	Powers and Duties; General Immunity	111
Section 8.3.	Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness	112

iii

TABLE OF CONTENTS

(continued)

		Page
Section 8.4.	Right to Indemnity	113
Section 8.5.	Successor Agents	113
Section 8.6.	Intercreditor Agreement, Collateral Documents and Subsidiary Guaranties	113
Section 8.7.	Application of Proceeds	114
ARTICLE IX.     MISCELLANEOUS		115
Section 9.1.	Assignments and Participations in Loans	115
Section 9.2.	Expenses	118
Section 9.3.	Indemnity	119
Section 9.4.	Set-Off; Security Interest in Deposit Accounts	120
Section 9.5.	Ratable Sharing	121
Section 9.6.	Amendments and Waivers	121
Section 9.7.	Independence of Covenants	123
Section 9.8.	Notices	123
Section 9.9.	Survival of Representations, Warranties and Agreements	124
Section 9.10.	Failure or Indulgence Not Waiver; Remedies Cumulative	124
Section 9.11.	Marshaling; Payments Set Aside	124
Section 9.12.	Severability	125
Section 9.13.	Obligations Several; Independent Nature of the Lenders’ Rights	125
Section 9.14.	Effectiveness	125
Section 9.15.	Headings	125
Section 9.16.	Governing Law; Entire Agreement	125
Section 9.17.	Successors and Assigns	125
Section 9.18.	Consent to Jurisdiction and Service of Process	126
Section 9.19.	Waiver of Jury Trial	126
Section 9.20.	Limited Recourse	127
Section 9.21.	Limitation of Liability	127
Section 9.22.	Satisfaction	127
Section 9.23.	Counterparts; Effectiveness	127
Section 9.24.	Confidentiality	128
Section 9.25.	Amounts in Canadian Dollars; Judgment Currency	129
Section 9.26.	USA Patriot Act Notice	129

iv

Schedules

Schedule A	Pre-Effective Date Indebtedness
Schedule 1.1.A	Colocation Facilities
Schedule 1.1.B	Colocation Leases
Schedule 1.1.D	Permitted Investments
Schedule 1.1.E	Permitted Liens
Schedule 2.1	Lenders’ Commitments
Schedule 3.1.A	Pledged Accounts
Schedule 3.1.B	Blocked Accounts
Schedule 4.1.C	Capital Structure
Schedule 4.1.D	Options; Warrants; Special Junior Stock
Schedule 4.2	Governmental Actions
Schedule 4.4	Contingent Obligations, Liabilities and Taxes
Schedule 4.6	Title to Properties; Liens; Real Property; Accounts
Schedule 4.7	Litigation; Adverse Facts
Schedule 4.9	Material Contracts
Schedule 4.9.B	Specified Material Contracts
Schedule 4.12	Labor Matters
Schedule 4.13	Broker’s Fees
Schedule 4.14	Environmental Matters
Schedule 4.15.A	Filings and Other Actions
Schedule 4.15.D	Chief Executive Offices
Schedule 4.17	Intellectual Property
Schedule 5.6	Insurance
Schedule 6.1	Indebtedness
Schedule 6.6	Financial Covenants
Schedule 6.12	Termination of Material Contracts

Exhibits

Exhibit A	Form of Assignment Agreement
Exhibit B	Form of Certificate Regarding Non–Bank Status
Exhibit C	Form of Closing Date Certificate
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Securities Accounts and Control Agreement
Exhibit F	Form of Loan/Letter of Credit Certificate
Exhibit G	Form of Loan/Letter of Credit Request
Exhibit H	Form of Notice of Continuation/Conversion
Exhibit I	Form of Solvency Certificate
Exhibit J	Form of Guaranty Agreement
Exhibit K	Form of Pledge Agreement
Exhibit L	Form of Security Agreement
Exhibit M-1	Form of Term Loan A Note
Exhibit M-2	Form of Term Loan B Note
Exhibit M-3	Form of Revolving Loan Note
Exhibit N	Form of Estoppel Certificate and Consent
Exhibit O	Form of Blocked Account Agreement
Exhibit P	Form of Borrower Group Release
Exhibit Q	Form of Intercreditor Agreement

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is entered into as of October 13, 2005, among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS (each individually referred to herein as a “Lender” and, collectively, as the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBAG”), as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as the co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”), CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Lenders (in such capacity, the “Co-Syndication Agents”) and DEUTSCHE BANK SECURITIES INC. and BNP PARIBAS as the joint lead arrangers (in such capacity, the “Lead Arrangers”).

WITNESSETH

A. The Borrower, certain of the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of January 26, 2001, as amended and restated by an Amended and Restated Credit Agreement dated as of March 14, 2003 and a Second Amended and Restated Credit Agreement, dated as of March 4, 2004 (the “Original Credit Agreement”).

B. Certain of the Lenders have made loans to the Borrower pursuant to the Original Credit Agreement. The current principal balances of the outstanding Loans to the Borrower are set forth on Schedule A attached hereto (the “Pre-Effective Date Indebtedness”).

C. The Parent and other members of the Borrower Group have executed Guaranty Agreements pursuant to which such Persons have guaranteed the Obligations on the terms set forth therein.

D. Upon the occurrence of the Effective Date, the parties have agreed to amend and restate the Original Credit Agreement as set forth herein.

NOW, THEREFORE, the Borrower, the Lenders, the Agents and the Lead Arrangers agree that as of the Effective Date (as hereinafter defined) the Original Credit Agreement shall be amended and restated in its entirety as set forth herein, and the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Defined Terms. Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Accounts” means the securities accounts (as such term is defined in the UCC) of any member of the Borrower Group pledged to the Administrative Agent, for the benefit of the Secured Parties, by any member of the Borrower Group in accordance with the terms of this Agreement and the other Loan Documents.

“Adjusted Eurodollar Rate” means, with respect to any Eurodollar Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” has the meaning assigned to that term in the introductory paragraph of this Agreement and includes each of its successors and assigns.

“Affected Lender” has the meaning assigned to that term in Section 2.6.C.

“Affected Loans” has the meaning assigned to that term in Section 2.6.C.

“Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding anything to the contrary herein, for the purposes of the Loan Documents, no Agent nor any Affiliate thereof shall be an Affiliate of any member of the Borrower Group.

“Agents” means the collective reference to the Administrative Agent, the Co-Documentation Agents, the Co-Syndication Agents, the Lead Arrangers and any Supplemental Agent.

“Agreement” has the meaning assigned to that term in the introductory paragraph of this agreement.

“Applicable Margin” for each Loan means (a) from and after the Closing Date to the date that a Compliance Certificate is delivered by the Borrower to the Administrative Agent with respect to the fiscal quarter ended December 31, 2005, 4.00% per annum for Term Loan A Eurodollar Rate Loans and Revolving Loan Eurodollar Rate Loans, 4.25% for Term Loan B Eurodollar Rate Loans, 3.00% per annum for Term Loan A Base Rate Loans and Revolving Loan Base Rate Loans, and 3.25% per annum for Term Loan B Base Rate Loans; and (B) from and after the date that clause (a) of this definition is no longer applicable, for the period from each day of delivery of any certificate delivered in accordance with the following sentence (each a “Start Date”) to and including the applicable End Date described below, a percentage per annum based on the then-existing Consolidated Leverage Ratio as set forth below:

Consolidated Leverage Ratio	Revolving Loan and Term Loan A Base Rate Loans		Term Loan B Base Rate Loans		Revolving Loan and Term Loan A Eurodollar Rate Loans		Term Loan B Eurodollar Rate Loans
Greater than or equal to 3.50:1.00	3.00	%	3.25	%	4.00	%	4.25	%
Greater than or equal to 2.50:1.00 and less 3.50:1.00	2.75	%	3.25	%	3.75	%	4.25	%
Less than 2.50 :1.00	2.50	%	3.00	%	3.50	%	4.00	%

2

For purposes of calculating the Applicable Margin under clause (b) of this definition, the Consolidated Leverage Ratio shall be determined based on the delivery of a Compliance Certificate delivered by the Borrower to the Administrative Agent within 45 days after the last day of any fiscal quarter of the Parent (commencing with its fiscal quarter ending on December 31, 2005), which certificate shall set forth the calculation of the Consolidated Leverage Ratio for the Test Period ended immediately prior to the relevant Start Date and the Applicable Margin which shall be thereafter applicable (until the same is changed or ceases to apply in accordance with the following sentences). The Applicable Margin so determined shall apply, except as set forth in the succeeding sentence, from the Start Date to the earlier of (x) the date on which the next Compliance Certificate is delivered to the Administrative Agent and (y) the date which is 45 days following the last day of the fiscal quarter in which the previous Start Date occurred (the “End Date”), at which time, if no Compliance Certificate has been delivered to the Administrative Agent indicating an entitlement to a different Applicable Margin, the Applicable Margin shall be 4.00% per annum for Term Loan A Eurodollar Rate Loans and Revolving Loan Eurodollar Rate Loans, 4.25% for Term Loan B Eurodollar Rate Loans, 3.00% per annum for Term Loan A Base Rate Loans and Revolving Loan Base Rate Loans, and 3.25% per annum for Term Loan B Base Rate Loans. Notwithstanding anything to the contrary contained above in this definition, the Applicable Margin shall also be 4.00% per annum for Term Loan A Eurodollar Rate Loans and Revolving Loan Eurodollar Rate Loans, 4.25% for Term Loan B Eurodollar Rate Loans, 3.00% per annum for Term Loan A Base Rate Loans and Revolving Loan Base Rate Loans, and 3.25% per annum for Term Loan B Base Rate Loans at all times during which there shall exist a Potential Event of Default or an Event of Default. Nothing in this paragraph is intended to limit or affect in any way the rights and remedies of the Administrative Agent and the Lenders (including, without limitation, the right to demand default interest) upon the occurrence of an Event of Default.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” means the sale or issuance by any member of the Borrower Group to any Person of (i) any of the stock of any of such Person’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of any member of the Borrower Group, or (iii) any other assets (whether tangible or intangible) of any member of the Borrower Group (other than Excluded Asset Sales).

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“Assignment Agreement” means an Assignment Agreement in substantially the form of Exhibit A hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, at any time, a rate per annum equal to the greater of (i) the Prime Rate or (ii) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate as provided in Section 2.3.

“Blocked Account Agreement” means each agreement that any member of the Borrower Group may enter into in substantially the form of Exhibit O with such modifications as the Administrative Agent may reasonably request or consent to.

“Blocked Accounts” means the accounts of any member of the Borrower Group subject to a Blocked Account Agreement in accordance with the terms of this Agreement.

“Borrower” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Borrower Group” means the Parent and each of its direct or indirect Restricted Subsidiaries, including the Canadian Subsidiaries.

“Borrower Group Release” means the Release, executed and delivered by the members of the Borrower Group on or before the Closing Date substantially in the form of Exhibit P.

“Business Day” means (i) for all purposes other than as covered by clauses (ii) and (iii) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by law or other governmental action to close, (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market, and (iii) with respect to all notices, determinations, fundings and payments in connection with Letters of Credit, any day that is a Business Day described in clause (i) above (and, if applicable, clause (ii) above) that is also not a day on which banking institutions are authorized or required by law or other governmental action to close in the jurisdiction in which the Issuing Bank for such Letter of Credit is located.

“2004 Canadian Investment Note” means that certain Canadian Investment Note, dated as of March 11, 2004 executed and delivered by Switch and Data Toronto

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Ltd in favor of Switch and Data Enterprises, Inc. and endorsed in favor of Deutsche Bank AG New York Branch, in its capacity as Administrative Agent, in the original principal amount of $2,250,000, as amended from time to time with the written consent of the Administrative Agent.

“2005 Canadian Investment Note” has the meaning assigned to such term in clause (viii) of the definition of Permitted Investments herein.

“Canadian Revolving Note” has the meaning assigned to such term in clause (x) of Section 6.1 herein.

“Canadian Subsidiaries” means Switch and Data Toronto, Ltd., an Ontario corporation, and such other subsidiaries organized under the laws of Canada, and organized or acquired in accordance of Section 5.11.B hereof.

“Canadian Subsidiary Contribution” means the contribution of up to $4,000,000 in the aggregate to one or more of the Canadian Subsidiaries, of which amount of up to $4,000,000 at least two-thirds thereof shall be advanced in the form of a loan evidenced by the 2005 Canadian Investment Note.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Lease Obligations” means, as applied to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, the amount of which obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Cash” means (i) money or (ii) currency.

“Cash Equivalents” means:

(i) readily marketable direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(ii) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P or at least P-1 from Moody’s;

(iii) bankers’ acceptances, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a Lender or a bank or trust company which is organized under the laws of the United States of America, any state thereof or any member of the EMU, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of U.S.

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$50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated at least A-1 by S&P or at least P-1 by Moody’s;

(iv) money market mutual funds registered under the U.S. Investment Company Act of 1940, as amended, having a rating in the highest investment category by S&P and Moody’s; and

(v) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above.

“Casualty Proceeds” means all payments received by the Administrative Agent or any member of the Borrower Group from any insurer in respect of any Event of Loss, but excluding business interruption insurance or delayed opening of business insurance and payments in respect of liability policies.

“Certificate Regarding Non-Bank Status” means a certificate substantially in the form of Exhibit B hereto delivered by a Lender to the Administrative Agent pursuant to Section 2.7.B(iii).

“Change in Control” means and shall be deemed to have occurred if:

(i) (a) there shall have occurred the sale, lease, transfer or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the members of the Borrower Group taken as a whole to any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) or (b) an event or series of events shall have occurred as a result of which any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the controlling investors (as defined in clause (ii) of this definition), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act), directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of Parent, or (c) an event or series of events shall have occurred as a result of which any “person” or “group” other than Persons who Control the respective controlling investors on the Closing Date, shall have acquired beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of any of the controlling investors, provided that the events described in this clause (c) shall only constitute a Change of Control if, at or at any after the events described in this clause (c) occur, the controlling investor or controlling investors whose Equity Interests were acquired become the beneficial owner(s), directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of Parent;

(ii) during any period of twelve consecutive months, individuals who at the beginning of such period constituted the board of directors of the Borrower or Parent (together with any new directors whose election by such board or whose nomination for election by the shareholders of the Borrower or Parent was approved by Summit/Switch

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& Data Partners, LP, CapStreet II, LP, CapStreet Parallel II, LP, CapStreet Group, LLC, CapStreet Co-Investment II-A, L.P., CEA Capital Partners USA, LP, CEA Capital Partners USA CI, LP, Seaport Investments, LLC or Seaport Capital Partners II, LP (collectively, the “controlling investors”) or by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the board of directors of the Borrower or Parent then in office, provided, however, that a “Change in Control” shall not be deemed to have occurred as a result of any director being appointed or terminated by the controlling investors;

(iii) the holders of Equity Interests of the Borrower shall approve any plan or proposal for the liquidation or dissolution of such entity or entities; or

(iv) the Parent shall cease to own, directly or indirectly, 100% of the voting and economic interests in Borrower or shall cease to own, directly or indirectly, 100% of the voting and economic interests in any of the Subsidiaries that own assets acquired in any acquisition listed on Schedule 4.9.

“Class” when used in reference to any Loan, refers to whether such Loan is Term Loan A, Term Loan B or a Revolving Loan and, when used in reference to any Commitment, refers to whether such Commitment is a Term Loan A Commitment, a Term Loan B Commitment or a Revolving Loan Commitment.

“Closing Date” means October 13, 2005.

“Closing Date Certificate” means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit C hereto, delivered to the Administrative Agent and the Lenders by such Responsible Officer on the Closing Date.

“Co-Documentation Agents” has the meaning assigned to that term in the introductory paragraph to this Agreement.

“Co-Syndication Agents” has the meaning assigned to that term in the introductory paragraph to this Agreement.

“Code” means the Internal Revenue Code of 1986, amendments thereto, and successor statutes, and regulations, rulings and guidance promulgated or issued thereunder.

“Collateral” means, collectively, all of the real, personal and mixed property (including Accounts and Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Documents” means each Pledge Agreement, each Security Agreement, each Guaranty Agreement, each Consent, each Control Agreement, and all other instruments or documents delivered by a Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to the Administrative Agent, for the

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benefit of the Secured Parties, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

“Colocation Facility” means any location (whether owned or leased) at which any member of the Borrower Group principally houses and/or manages voice and/or data networking and other communications equipment for itself or any of its customers, including without limitation those Colocation Facilities listed on Schedule 1.1.A hereto.

“Colocation Lease” means any lease pursuant to which a member of the Borrower Group leases real property in respect of a Colocation Facility, including without limitation those Colocation Leases listed on Schedule 1.1.B hereto.

“Commitments” means the Term Loan A Commitments, the Term Loan B Commitments and the Revolving Loan Commitments.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto delivered to the Administrative Agent and the Lenders by the Borrower.

“Consents” means each Landlord Consent and Estoppel Agreement and each consent executed by the applicable counterparty in connection with certain revenue contracts and leases of certain members of the Borrower Group.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures by the members of the Borrower Group during such period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) (including, for the avoidance of any doubt, the Canadian Subsidiary Contribution) which would be capitalized or reflected as accrued capital expenditures, under GAAP on a consolidated cash flow statement of the members of the Borrower Group.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of:

(i) income and franchise tax expense;

(ii) Consolidated Interest Expense of the members of the Borrower Group, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including, in the case of the Borrower, the Loans and Letters of Credit);

(iii) depreciation and amortization expense;

(iv) amortization of intangibles (including goodwill) and organization costs;

(v) any other non-cash charges;

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(vi) any extraordinary, unusual or non-recurring charges incurred in connection with the termination or cancellation of any of the Colocation Leases appearing on Schedule 4.9 prior to its stated expiration date and any litigation or settlement regarding any such termination or cancellation or any claim relating thereto;

(vii) adjustments to net income arising from new guidance with respect to Financial Accounting Standards Board Statement Number 145 in respect of non-cash deferred rent;

(viii) any reasonable and documented legal, accounting and rating agency fees, and Hart-Scott-Rodino filing expenses, in each case incurred by Borrower in respect of the terminated acquisition of The Telx Group, Inc., a Delaware corporation, in an amount not to exceed $700,000 in the aggregate; and

(ix) any reasonable and documented legal, accounting and/or other fees, in each case incurred by Borrower in respect of its terminated initial public offering efforts, in an amount not to exceed $620,000 in the aggregate;

and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), including without limitation any income from or as a result of the cancellation or termination of any customer contract or service contract, provided that the first $1,000,000 in the aggregate of income from or as a result of the cancellation or termination of customer contracts and service contracts in any fiscal year shall not be subtracted from Consolidated EBITDA pursuant to this clause (b), and (c) any other non-cash income, all as determined on a consolidated basis.

“Consolidated Fixed Charge Coverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) Consolidated EBITDA for the four preceding Fiscal Quarters ended on such date to (ii) Consolidated Fixed Charges for such Fiscal Quarters.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period, (ii) payment of cash income taxes made by any member of the Borrower Group on a consolidated basis during such period, (iii) scheduled payments made or scheduled to be made during such period on account of principal of Indebtedness of any member of the Borrower Group (including scheduled principal payments in respect of the Loans), (iv) Consolidated Capital Expenditures made during such period and (v) cash dividends paid by the Borrower Group on a consolidated basis during such period.

“Consolidated Interest Coverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) Consolidated EBITDA for the four Fiscal Quarters ended on such date to (ii) Consolidated Interest Expense for the four Fiscal Quarters ending on such date.

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“Consolidated Interest Expense” means, for any period, the total cash interest expense (including that attributable to Capital Lease Obligations) of the members of the Borrower Group for such period with respect to all outstanding Indebtedness of the members of the Borrower Group (including all commissions, discounts and other fees and charges owed by members of the Borrower Group with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Interest Rate Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP, determined on a consolidated basis in accordance with GAAP) minus amounts received by such Person under Interest Rate Agreements in respect of interest rates to the extent such amounts received are allocable to such period in accordance with GAAP, determined on a consolidated basis in accordance with GAAP).

“Consolidated Leverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) Consolidated Total Debt on such day to (ii) Consolidated EBITDA for the four preceding Fiscal Quarters ended on such date.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the members of the Borrower Group for such period (excluding any such net income derived from a source other than the Colocation Facilities), determined on a consolidated basis in accordance with GAAP; provided, that in calculating Consolidated Net Income of the Borrower Group for any Period, there shall be excluded (i) the income (or deficit) of any Person accrued prior to the date it became a member of the Borrower Group or is merged into or consolidated with any member of the Borrower Group, (ii) the income (or deficit) of any Person (other than a member of the Borrower Group) in which any member of the Borrower Group has an ownership interest, except to the extent that any such income is actually received by a member of the Borrower Group in the form of dividends or similar distributions, (iii) the income (or deficit) of any Unrestricted Subsidiary, in each case to the extent (with respect to positive income) that such income has not been distributed to a member of the Borrower Group organized in the United States whose principal place of business is in the United States, (iv) the income of any member of the Borrower Group to the extent that the declaration or payment of dividends or similar distributions by such member is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Legal Requirement applicable to such member.

“Consolidated Total Debt” means, as of any date, the aggregate principal amount of all Indebtedness of the members of the Borrower Group at such date, determined on a consolidated basis in accordance with GAAP.

“Contractual Obligation,” as applied to any Person, means any provision of any Security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power (i) to vote 50% or more of the securities having ordinary voting

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power for the election of directors (or Persons having equivalent management responsibilities) of such Person, or (ii) to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Control Agreement” means a securities account control agreement at any time entered into among the Administrative Agent (for the benefit of the Secured Parties), a securities intermediary and a member of the Borrower Group (in substantially the form of Exhibit E with such modifications as the Administrative Agent may reasonably request or consent to).

“DBSI” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“DBAG” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Defunct Subsidiary” has the meaning assigned to such term in Section 4.1.C.

“Disposition” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof, including the issuance of Equity Interests by any Person, and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollar Equivalent” means, on any particular date, with respect to any amount denominated in Canadian Dollars, the amount (as conclusively ascertained by the Administrative Agent absent manifest error) of Dollars which could be purchased by the Administrative Agent (in accordance with its normal banking practices) in the United States foreign currency exchange markets with such amount of such currency at the spot rate of exchange prevailing at or about 11:00 a.m. (New York time) on such date (or, if such foreign currency exchange markets are not open on such date, on the most recent previous day on which such markets were open).

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Effective Date” means the first date on or after the Closing Date on which the conditions set forth in Sections 3.1 and 3.2 have been satisfied or waived and any Loans are to be made or any Letter of Credit is to be issued.

“Eligible Assignee” means:

(i) a commercial bank organized under the laws of the United States or any state thereof;

(ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof;

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(iii) a commercial bank organized under the laws of any other country or a political subdivision thereof, provided that (x) such bank is acting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country;

(iv) any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds and lease financing companies;

(v) any entity in connection with a securitization of all or a portion of the amounts payable to or for the benefit of any Lender under the Loan Documents, provided that the rights of such entity under the Loan Documents are serviced or administered for such entity by the relevant Lender or another Eligible Assignee; and

(vi) any Lender and any Affiliate of any Lender and any Approved Fund;

provided that no member of the Borrower Group nor any Affiliate thereof shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is, or was at any time during the current calendar year or the six calendar years preceding the date of this Agreement maintained or contributed to by any member of the Borrower Group or any of their respective ERISA Affiliates.

“End Date” shall have the meaning assigned to such term in the definition of Applicable Margin.

“Environmental Claim” means any investigation, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any governmental authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all statutes, ordinances, orders, rules, regulations, judgments, Governmental Actions, or any other legally enforceable requirements of governmental authorities with appropriate jurisdiction relating to (i) environmental matters, including those relating to any Hazardous Materials Activity, (ii) the generation, use, storage, transportation or disposal of Hazardous Materials, or (iii) occupational safety and health, land use or the protection of human, plant or animal health or welfare, in any manner applicable to any member of the Borrower Group or any site, location or operation of any member of the Borrower Group including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401

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et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §136 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.) and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), each as amended or supplemented, any analogous state or local statutes or laws, and any regulations promulgated pursuant to any of the foregoing.

“Environmental Reports” has the meaning assigned to such term in Section 5.9.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§1000 et seq., amendments thereto, and successor statutes, and regulations or guidance promulgated thereunder.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of any member of the Borrower Group shall continue to be considered an ERISA Affiliate of such member of the Borrower Group within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such member of the Borrower Group and with respect to liabilities arising after such period for which such member of the Borrower Group could be liable under the Code or ERISA.

“Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum appearing on Dow Jones Markets Page 3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such Interest Rate Determination Date, at the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at

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such time for any reason, then the “Eurodollar Rate” for such Interest Rate Determination Date shall be the average rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits in amounts comparable to the outstanding principal amount of the Eurodollar Rate Loan with respect to which such Eurodollar Rate will be applicable during such Interest Period and for a maturity comparable to such Interest Period are offered by the principal office of Deutsche Bank AG located in London, England in immediately available funds in the London interbank market at approximately 11:00 a.m., London Time, on such Interest Rate Determination Date.

“Eurodollar Rate Loans” means Loans bearing interest at rates determined by reference to the Adjusted Eurodollar Rate as provided in Section 2.3.

“Event of Default” means each of the events or occurrences set forth in Article VII.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following: (i) any loss, destruction or damage of such property or asset; (ii) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or (iii) any settlement in lieu of clause (ii) above.

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

“Excess Cash Flow” means, for any Fiscal Year, without duplication, (a) Consolidated EBITDA for such Fiscal Year less (b) the sum of (i) Consolidated Fixed Charges for such Fiscal Year plus (ii) any prepayments made in such Fiscal Year in respect of the prior Fiscal Year pursuant to Section 2.5.B(iii)(d) to the extent not included in Consolidated Fixed Charges.

“Excess Cash Flow Application Date” is defined in Section 2.5.B(iii)(d).

“Excluded Asset Sales” means (a) any lease, license or other transfer (but excluding sales) of the right to use a portion of any Colocation Facility to any customer or provider of fiber optic, satellite, wireline or other connectivity to a Colocation Facility in the ordinary course of business, (b) sales of property or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with a Permitted Business, (c) Dispositions of property in the ordinary course of business in an amount not exceeding $2,000,000 in the aggregate for all such Dispositions after the Closing Date taken together, or (d) any transfer or assignment by Borrower or a Restricted Subsidiary which is a Guarantor to Borrower or any other Restricted Subsidiary which is a Guarantor.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight

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Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letters” means the Structuring Fee Letter dated October 4, 2005, among the Borrower and DBSI, and the Engagement Letter dated October 4, 2005 between the Borrower, the Administrative Agent, and DBSI.

“First Lien Consolidated Leverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) First Lien Consolidated Total Debt on such day to (ii) Consolidated EBITDA for the four preceding Fiscal Quarters.

“First Lien Consolidated Total Debt” means, as of any date, the aggregate principal amount of all Indebtedness of the members of the Borrower Group at such date arising under and in connection with this Agreement and the other Loan Documents, determined on a consolidated basis in accordance with GAAP.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien (other than Permitted Liens) to which such Collateral is subject.

“Fiscal Year” means the fiscal year of the applicable Person, which, for the members of the Borrower Group, begins on January 1 and ends on December 31 of each calendar year, and “Fiscal Quarter” means a corresponding fiscal quarter of such Person.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding and Payment Office” means (i) the office of the Administrative Agent located at 60 Wall Street, New York, New York 10005 or (ii) such other office of the Administrative Agent as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent to the Borrower and each Lender.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, generally accepted accounting principles in the United States of America set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, in each case as the same are applicable to the circumstances as of the date of determination.

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“Governmental Action” means all permits, authorizations, registrations, consents, approvals, legally enforceable determinations, decrees, waivers, certifications, environmental clearances, legally enforceable notices and licenses of any Governmental Instrumentality with appropriate jurisdiction.

“Governmental Instrumentality” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“Guarantor” means each Person that has executed a Guaranty Agreement.

“Guaranty Agreement” means each Guaranty Agreement executed and delivered by Parent or any member of the Borrower Group, other than the Borrower, in each case substantially in the form of Exhibit J hereto, except that the Canadian Subsidiaries shall not be required to execute a Guaranty Agreement, with such modifications as the Administrative Agent may reasonably request or consent to.

“Hazardous Materials” means (i) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substances,” or any other comparable term or expression intended to define or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited or regulated under Environmental Laws.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect thereto.

“Included Taxes” has the meaning assigned to that term in Section 2.7.B.

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“Indebtedness,” as applied to any Person means, without duplication,

(i) all indebtedness of such Person for borrowed money;

(ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 90 days incurred in the ordinary course of such Person’s business);

(iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments;

(iv) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (unless the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(v) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP;

(vi) all obligations, contingent or otherwise, of such Person under acceptance, letter of guaranty, letter of credit or similar facilities;

(vii) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any cash payment in respect of any capital stock of or other ownership or profit interest in such Person or any other Person or any warrants, rights or options to acquire such capital stock;

(viii) all obligations of such Person in respect of Interest Rate Agreements;

(ix) all Indebtedness of others referred to in clauses (i) through (viii) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (a) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (b) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (c) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), or (d) otherwise to assure a creditor against loss; and

(x) all Indebtedness referred to in clauses (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person.

All obligations under the Loan Documents shall constitute Indebtedness.

“Indemnified Liabilities” has the meaning assigned to that term in Section 9.3.

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“Indemnitee” has the meaning assigned to that term in Section 9.3.

“Intellectual Property” means all patents, trademarks, tradenames, copyrights, technology, know-how and processes used in or necessary for the conduct of the business of any member of the Borrower Group that are material to the condition (financial or otherwise), business or operations of any member of the Borrower Group.

“Intercreditor Agreement” means an Intercreditor Agreement executed and delivered on or before the Closing Date by Administrative Agent and the Second Lien Administrative Agent, and acknowledged by each member of the Borrower Group, substantially in the form of Exhibit Q hereto, together with any amendments or modifications thereto as the Administrative Agent may reasonably request or consent to.

“Interest Payment Date” means (i) with respect to any Base Rate Loan (regardless of whether such Base Rate Loan is a Revolving Loan or a Term Loan), each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and (ii) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan, provided that in the case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” has the meaning assigned to that term in Section 2.3.B.

“Interest Rate Agreement” means any interest rate protection or hedge agreement, including any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement, in each case, as entered into by a member of the Borrower Group in accordance with the terms hereof.

“Interest Rate Determination Date” means, with respect to any Interest Period, two Business Days prior to the first day of such Interest Period.

“Investment” means:

(i) any direct or indirect purchase or other acquisition (including through a lease) by a Person of, or of a beneficial interest in, any Securities of, or assets constituting an ongoing business from, any other Person,

(ii) any direct or indirect redemption, retirement, purchase or other acquisition for value by a Person from any other Person, of any equity Securities of any Subsidiary of such other Person, or

(iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by such Person to any other Person, including all accounts receivable in respect of which that other Person is the account debtor that are not current assets or did not arise from sales to that other Person in the ordinary course of business.

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The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. If any member of the Borrower Group Disposes of any Equity Interests of any Subsidiary thereof or enters into any merger, consolidation or amalgamation, such that, after giving effect to any such Disposition, merger, consolidation or amalgamation, such Person is no longer a Wholly-Owned Subsidiary of a member of the Borrower Group, such member of the Borrower Group which owns such Person shall be deemed to have made an Investment on the date of such Disposition, merger, consolidation or amalgamation equal to the fair market value of the Equity Interests of such Person owned by such member of the Borrower Group after giving effect to such Disposition, merger, consolidation or amalgamation.

“ISP98” has the meaning assigned to that term in Section 2.2.H.

“Issuing Bank” means DBAG, as the issuer of Letters of Credit hereunder for the account of the Borrower, or any other Lender, Affiliate of any Lender or other financial institution reasonably acceptable to the Administrative Agent and the Borrower which may at any time issue a Letter of Credit for the account of the Borrower under this Agreement. If there is more than one Issuing Bank, all references to the “Issuing Bank” shall be deemed to refer to each Issuing Bank or to all Issuing Banks, as the context requires.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, limited liability company or other legal form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Landlord Consent and Estoppel Agreement” means each Landlord Consent and Estoppel Agreement substantially in the form attached hereto as Exhibit N, with such modifications as the Lead Arrangers may reasonably request or consent to.

“Lead Arrangers” has the meaning assigned to that term in the Preamble hereto.

“Legal Requirements” means all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, authorizations, agreements and regulations of any Governmental Instrumentality having jurisdiction over the matter in question.

“Lender” and “Lenders” means the persons identified as “Lenders” and listed on the signature pages of this Agreement, together with their successors and permitted assigns pursuant to Section 9.1; provided that the term “Lenders,” when used in the context of a particular Commitment, shall mean the Lenders having that Commitment.

“Letter of Credit Fee” has the meaning assigned to that term in Section 2.4.A.

“Letter of Credit Obligations” means the sum of the aggregate undrawn amount of all Letters of Credit outstanding, plus the aggregate amount of all drawings under Letters of Credit for which the Borrower has not reimbursed the Issuing Bank.

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“Letter of Credit” means any letter of credit issued under Section 2.3 (including without limitation letters of credit, if any, issued pursuant to the Original Credit Agreement) and all amendments, renewals, extensions and replacements thereof.

“Letter of Credit Date” means the date of the issuance of any Letter of Credit.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UCC).

“Loan/Letter of Credit Certificate” means a certificate substantially in the form of Exhibit F hereto delivered by the Borrower to the Administrative Agent pursuant to Section 2.1 or Section 2.2 with respect to a proposed Loan or Letter of Credit.

“Loan/Letter of Credit Request” means a notice substantially in the form of Exhibit G hereto delivered by the Borrower to the Administrative Agent pursuant to Section 2.1.B or Section 2.2.B with respect to a proposed Loan or Letter of Credit.

“Loan Date” means, with respect to any Loan, the date of the making of such Loan.

“Loan Documents” means this Agreement, the Notes, the Collateral Documents, the LOC Documents, the Fee Letters, the Intercreditor Agreement, the Borrower Group Release and all other agreements, certificates, instruments or documents delivered by a Loan Party pursuant to any of the Loan Documents.

“Loan Exposure” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Commitments, that Lender’s Commitments (including all drawn and undrawn portions thereof) and (ii) after the termination of the Commitments, the aggregate outstanding principal amount of the Loans of that Lender.

“Loan Party” means each member of the Borrower Group and any Affiliate of any member of the Borrower Group (other than the Defunct Subsidiaries) which may in each case hereafter become a party to any Loan Document, and “Loan Parties” means all such Persons, collectively.

“Loans” means the Term Loans and the Revolving Loans made by the Lenders pursuant to Section 2.1.A.

“LOC Committed Amount” has the meaning assigned to that term in Section 2.2.A.

“LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any

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application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

“LOC Facing Fee” is defined in Section 2.4.

“Majority Term Loan A Lenders” means Term Loan A Lenders having or holding a majority of the sum of the aggregate Term Loan A Loans and Term Loan A Commitments of all of the Term Loan A Lenders.

“Margin Stock” has the meaning assigned to that term in Regulations T, U and X of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Master Assignment and Acceptance Agreement” means the Master Assignment and Acceptance Agreement pursuant to which the lenders under the Original Credit Agreement shall have assigned to the Lenders hereunder all of the Pre-Effective Date Indebtedness and all of their commitments to make loans under the Original Credit Agreement.

“Material Adverse Effect” means (i) a material adverse effect on the business, assets, revenues, operations, results of operations, prospects or condition (financial or otherwise) of the Borrower Group taken as a whole, (ii) a material adverse effect on the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party, or (iii) a material adverse effect on the validity or enforceability of the Loan Documents, the Liens granted under the Loan Documents or the Lenders’ or any Agent’s rights and remedies under the Loan Documents.

“Material Contract” means any contract, lease or other agreement or arrangement to which any Loan Party is a party (other than the Loan Documents) (a) involving aggregate consideration payable to or by any Loan Party in excess of the greater of (i) $3,000,000 and (ii) the lesser of (A) an amount equal to 10% of the product of (x) Consolidated EBITDA for the four most recent fiscal quarters for which an income statement has been delivered hereunder prior to the date that the determination is being made hereunder, multiplied by (y) two (2), and (B) $5,000,000, or (b) which is otherwise material to the business, assets, operations, results of operations or condition (financial or otherwise) of the Borrower Group, taken as a whole, including without limitation the Specified Material Contracts, or (c) that is a Colocation Lease.

“Material Subsidiaries” means the direct and indirect Subsidiaries of the Parent other than Switch & Data AZ One LLC, Switch and Data Communications LLC, Switch & Data FL Four LLC, Switch and Data IL Four LLC, Switch and Data IL Five LLC, Switch & Data LA One LLC, Switch & Data MO One LLC, Switch & Data TN Two LLC, and Telx Acquisition, Inc.

“Moody’s” means Moody’s Investors Service, Inc.

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“Multiemployer Plan” means a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which any Loan Party or any ERISA Affiliate has contributed during the current calendar year or the six calendar years preceding the date of this Agreement or with respect to which any Loan Party may incur any liability.

“Net Asset Sale Proceeds” means the aggregate cash proceeds received by any member of the Borrower Group in respect of any Asset Sale, net of:

(i) the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees and expenses, employee severance and termination costs, any trade payables or similar liabilities related to the assets sold and required to be paid by the seller as a result thereof and sales, finders’ or brokers’ commissions);

(ii) any relocation expenses incurred as a result thereof;

(iii) taxes paid or payable as a result thereof (including any such taxes paid or payable by an owner of any member of the Borrower Group) (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(iv) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien which is prior to the Lien under the Collateral Documents on the asset or assets that are the subject of such Asset Sale;

(v) all distributions and other payments required to be made to minority interest holders in a Subsidiary or Joint Venture as a result of the Asset Sale; and

(vi) any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposed of in such Asset Sale.

“Net Proceeds” has the meaning assigned to that term in Section 2.5.B(iii)(a).

“Net Proceeds Amount” is defined in Section 2.5.B(iv).

“Net Revenue” means, for any period, all revenue received by the members of the Borrower Group in respect of any Colocation Facility, that would, in conformity with GAAP, be included on the consolidated income statement of the Borrower Group as revenue at such date.

“Non-Recourse Indebtedness” means Indebtedness:

(i) as to which no member of the Borrower Group (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is directly or indirectly liable as a guarantor or otherwise, or (C) is the lender;

(ii) which, if in default, would not permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any member of the Borrower Group to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or

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payable prior to its stated maturity (including the right of such holders to take enforcement action against an Unrestricted Subsidiary); and

(iii) as to which the lenders thereof have been notified in writing that they will not have any recourse to the Equity Interests or assets (other than the Equity Interests of any Person other than a member of the Borrower Group) of any member of the Borrower Group, provided that the inclusion of any of the Specified Exceptions to Non-Recourse Provisions in the documents evidencing such Indebtedness will not, solely be virtue thereof, prevent such Indebtedness from constituting Non-Recourse Indebtedness unless and until the conditions of any of such Specified Exceptions to Non-Recourse Provisions that are included in the documents evidencing such Indebtedness are satisfied and the holder of such Indebtedness obtains, by virtue thereof, the right to take action against the Equity Interests or assets of a member of the Borrower Group.

“Non-US Lender” has the meaning assigned to that term in Section 2.7.B(iii).

“Notes” means the Revolving Loan Notes and the Term Loan Notes.

“Notice of Conversion/Continuation” means a notice substantially in the form of Exhibit H hereto delivered to the Administrative Agent pursuant to Section 2.3.D with respect to a proposed conversion or continuation of the applicable basis for determining the interest rate with respect to the Loans specified therein.

“Obligations” means the collective reference to the Letter of Credit Obligations (including cash collateral for outstanding Letters of Credit as provided herein in an amount equal to 105% of such Letter of Credit Obligations) and the unpaid principal of, and the accrued and unpaid interest on, the Loans and all other obligations and liabilities of any Loan Party to each Agent, the Lenders and the Issuing Bank (including each Loan Party’s liability for all interest that accrues after the maturity of the Loans and all interest that accrues after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, that may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Interest Rate Agreement entered into by the Borrower with any Lender or Affiliate thereof pursuant to this Agreement or any other document made, delivered or given in connection with this Agreement, any other Loan Document or any such Interest Rate Agreement, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to each Agent, the Lenders and the Issuing Bank that are required to be paid by the Borrower pursuant to the terms of any such agreement), and all other obligations and liabilities of any or all of the Loan Parties to each Agent, the Issuing Bank and/or any Lender under this Agreement, or any other Loan Document.

“Officer’s Certificate” means a certificate executed on behalf of a Person by a Responsible Officer thereof (in his capacity as such officer); provided that every Officer’s Certificate with respect to the compliance with a condition precedent to the

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making of any Loans hereunder shall include (i) a statement that the Responsible Officer making or giving such Officer’s Certificate has read such condition and any definitions or other provisions contained in this Agreement relating thereto, (ii) a statement that, in the opinion of such Responsible Officer, he is reasonably familiar with the assets, liabilities, operations and affairs of the Borrower Group and, accordingly, is able to express an informed opinion as to whether or not such condition has been complied with, and (iii) a statement as to whether, in the opinion of the Responsible Officer, such condition has been complied with in all material respects.

“Operating Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

“Original Credit Agreement” has the meaning assigned to that term in the Preamble hereto.

“Other Taxes” has the meaning assigned to that term in Section 2.7.B.

“Parent” means Switch & Data Facilities Company, Inc.

“Patriot Act” has the meaning assigned to that term in Section 9.26.

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

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Business” means the designing, constructing, acquiring, owning, operating and leasing of the Colocation Facilities to telecommunications carriers, Internet service providers, content providers, data service providers and others and the provision of services in connection therewith, including, but not limited to, connectivity to public and private network services, security and monitoring services, data recovery services, colocation services, hosting services, voice-over IP services, video services, and content aggregation, together with any activity reasonably related to or ancillary to the foregoing and the making of any rent payments under a Colocation Lease.

“Permitted Investments” means Investments which are:

(i) Cash or Cash Equivalents;

(ii) accounts receivable created, acquired or made by any Loan Party in the ordinary course of business;

(iii) Investments consisting of Equity Interests, obligations, securities or other property received by any Loan Party in settlement of accounts receivable or in satisfaction of judgments (each created in the ordinary course of business) from obligors

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in the ordinary course of business or received pursuant to bankruptcy or insolvency proceedings of the account debtor;

(iv) Investments existing as of the Closing Date and set forth in Schedule 1.1.D;

(v) subject to Section 6.18, Investments in Property to be used as a Colocation Facility or useful in connection with the conduct of a Permitted Business (to the extent constituting an ongoing business) or, so long as no Event of Default has occurred and is continuing, in a Person that is (or upon the consummation of any such Investment will become) a Wholly-Owned Restricted Subsidiary of the Borrower or of a Restricted Subsidiary of the Borrower and whose assets principally consist of Property to be used as a Colocation Facility or useful in connection with the conduct of a Permitted Business, provided that no Investment in the Canadian Subsidiaries may be made under this clause (v);

(vi) to the extent permitted under Section 6.7, Investments consisting of non-cash consideration received by any Loan Party in any Asset Sales;

(vii) subject to Section 6.18, Investments made by any member of the Borrower Group in any other member of the Borrower Group other than the Canadian Subsidiaries;

(viii) the Canadian Subsidiary Contribution, provided that, the Canadian Subsidiary Contribution shall only be a Permitted Investment if (a) at least two-thirds of such Investment is made in the form of a loan which is evidenced by a promissory note from the Canadian Subsidiary to which loan is made, which note shall be in form and substance acceptable to the Administrative Agent (as amended from time to time with the written consent of the Administrative Agent, the “2005 Canadian Investment Note”), and (b) the Person that makes such Investment and receives such Canadian Investment Note shall pledge and deliver such Canadian Investment Note to the Administrative Agent on the date that the Canadian Subsidiary Contribution is made, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, as additional Collateral for the Obligations, and

(ix) the Investment evidenced by the Canadian Revolving Note.

“Permitted Liens” means the following types of Liens, excluding (a) any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA, (b) any such Lien relating to or imposed in connection with any Environmental Claim, and (c) any such Lien expressly prohibited by any applicable terms of any of the Collateral Documents:

(i) Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by Section 5.5;

(ii) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.5;

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(iii) Liens of sellers of goods to any Loan Party arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only goods sold and securing only the unpaid purchase price for such goods and related expenses;

(iv) statutory Liens of landlords, statutory Liens of banks and rights of set-off, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (1) if any such Liens under this clause (iv) secure amounts in excess of $500,000 in the aggregate, the applicable members of the Borrower Group maintain cash reserves sufficient to discharge all such Liens, and (2) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

(v) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security (exclusive of obligations for the payment of borrowed money), incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (1) the applicable member of the Borrower Group maintains cash reserves sufficient to discharge any such Lien, and (2) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

(vi) real property leases, subleases or other occupancy agreements granted to third parties not in violation of any provision of any Loan Document, provided that each such lease, sublease or other occupancy agreement does not adversely interfere in any material respect with the ordinary conduct of the business of the Borrower Group;

(vii) easements, rights-of-way, restrictions, encroachments and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of any member of the Borrower Group or result in a material diminution in the value of any Collateral as security for the Obligations;

(viii) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(ix) Liens granted pursuant to the Collateral Documents;

(x) without limiting any of the Borrower’s obligations under Section 5.12, Section 5.16 and Section 6.13, landlords’ Liens with respect to leases entered into by a member of the Borrower Group; provided that the exercise of any such Lien would not

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materially adversely affect the Borrower Groups’ or the Lenders’ rights in the Collateral subject to such Lien;

(xi) Liens existing as of the Closing Date and set forth on Schedule 1.1.E, provided that no such Lien shall at any time be extended to or cover any asset or property other than the asset or property subject thereto on the Closing Date;

(xii) Liens securing any Indebtedness renewing, refinancing or extending Indebtedness secured by Liens permitted pursuant to clause (xi) above on terms and conditions no less favorable to the applicable Loan Party, provided that no such Lien shall at any time be extended to or cover any asset or property other than the asset or property subject to such prior Lien on the Closing Date;

(xiii) Liens securing any Indebtedness permitted under Section 6.1(iv), Section 6.1(v), Section 6.1(vi) or Section 6.1(xi);

(xiv) other Liens securing Indebtedness in an aggregate amount not to exceed $1,500,000 at any time outstanding, so long as such Liens are secured by property with a fair market value not in excess of $2,000,000; and

(xv) financing statements filed to give notice of an operating lease of personal property which financing statements do not list any collateral except for the operating lease and the property that is the subject of the operating lease;

provided in each case that such Liens do not secure Indebtedness for borrowed money (other than Indebtedness of the nature described in clauses (iv), (v), (vi) and (xi) of Section 6.1).

“Permitted Purpose” has the meaning assigned to that term in Section 5.13.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Instrumentalities.

“Pledge Agreements” means each Pledge Agreement executed and delivered on or before the Closing Date and each pledge agreement, pledge, charge or similar instrument to be executed and delivered by a Loan Party substantially in the form of Exhibit K, with such modifications as the Administrative Agent may reasonably request or consent to.

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Pre-Effective Date Indebtedness” has the meaning assigned to such term in the Preamble hereto.

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“Prime Rate” means the rate that DBAG announces from time to time as its Dollar prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. DBAG or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Prior Amendment Date” means March 4, 2004.

“Pro Forma Basis” means, with respect to the calculation of financial covenants on a pro forma basis in connection with a proposed acquisition, the calculation of the financial covenants set forth in Section 6.6 hereof (including the Person or assets to be acquired as well as the Borrower Group) with reference to (i) the audited historical financial results of such Person to be acquired for the Test Period, if available, and if not so available, then with reference to such management certified financial results of such Person for the Test Period as shall be reasonably acceptable to the Administrative Agent (or, if an acquisition of assets, the financial results attributable to such assets) and the financial statements of the Borrower Group and its Subsidiaries for the Test Period ending immediately prior to the date of such acquisition, after giving effect on a pro forma basis to such acquisition in the manner described below:

(i) all Indebtedness (whether under this Agreement or otherwise) and any other balance sheet adjustments incurred or made in connection with the acquisition shall be deemed to have been incurred or made on the first day of the Test Period, and all Indebtedness of the Person acquired or to be acquired in such acquisition which was or will have been repaid in connection with the consummation of the acquisition shall be deemed to have been repaid concurrently with the deemed incurrence of the Indebtedness incurred in connection with the acquisition;

(ii) all Indebtedness assumed to have been incurred pursuant to the preceding clause (i) shall be deemed to have borne interest at the sum of (a) the arithmetic mean of (x) the LIBOR Rate for LIBOR Rate Loans having an Interest Period of one month in effect on the first day of the Test Period and (y) the LIBOR Rate for LIBOR Rate Loans having an Interest Period of one month in effect on the last day of the Test Period plus (b) the Applicable Margin then in effect (after giving effect to the acquisition on a Pro Forma Basis); and

(iii) reasonable specified cost savings, expenses and other income statement or operating statement adjustments which are attributable to the change in ownership and/or management resulting from such acquisition as may be approved by the Administrative Agent in writing shall be deemed to have been realized on the first day of the Test Period.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan Commitment or the Term Loans of any Lender with respect to any Class of Term Loans, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender with respect to such Class by (b) the aggregate Term Loan

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Exposure of all the Lenders with respect to such Class, and (ii) with respect to all payments, computations and other matters relating to the Revolving Loan Commitment or the Revolving Loans or the obligations or unreimbursed drawings with respect to a Letter of Credit of any Lender, the percentage obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all the Lenders. The initial Pro Rata Share of each Lender with respect to each Class of Loans is set forth opposite the name of such Lender in Schedule 2.1 hereto.

“Proceedings” has the meaning assigned to that term in Section 5.1.

“Projections” means the financial projections regarding the Borrower Group prepared by the management of the Parent, which shall be reasonably satisfactory in form and substance to the Administrative Agent and the Lenders.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether intangible or tangible.

“Redemption” means the redemption of all of the issued and outstanding Series D Redeemable Preferred Stock of the Parent in an aggregate redemption price of up to $44,250,000 and made pursuant to the Certificate of Designations, Preferences and Rights of Series D Redeemable Preferred Stock of Switch & Data Facilities Company, Inc., dated as of March 14, 2003, on the Effective Date.

“Register” has the meaning assigned to that term in Section 2.1.D(i).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reinvestment Notice” means a written notice executed by a Responsible Officer of the Borrower stating that no Potential Event of Default or Event of Default has occurred and is continuing and that the Borrower or any other member of the Borrower Group intends and expects to use all or a specified portion of any Casualty Proceeds to acquire assets useful in a Permitted Business or to rebuild or restore assets used in a Permitted Business.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, or leaching of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the migration of any Hazardous Materials through the air, soil, surface water or groundwater.

“Required Lenders” means the Lenders having or holding a majority of the sum of the aggregate Loans, outstanding Letters of Credit and Unused Revolving Loan Commitments of all the Lenders.

“Responsible Officer” means, with respect to any matter and with respect to any Person, the Chairman, the Chief Executive Officer, the Chief Financial Officer, the

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President, any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Assistant Secretary, Manager or General Partner of such Person or if such Person has no appointed officers, any authorized representative of such Person.

“Restricted Cash” means security deposits of customers of any member of the Borrower Group.

“Restricted Payment” means:

(i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any member of the Borrower Group now or hereafter outstanding (except a dividend or distribution payable solely in shares of that class of stock to the holders of that class (or the accretion of such dividends or distribution)) or any payment of a management fee or similar fee by a member of the Borrower Group to a beneficial holder of any Equity Interest in any member of the Borrower Group or to any Affiliate of any such beneficial holder or any employee, officer, director or manager of any such holder or Affiliate, except for payments that are permitted by clause (iii) of Section 6.10 hereof;

(ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any member of the Borrower Group now or hereafter outstanding;

(iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of any member of the Borrower Group now or hereafter outstanding;

(iv) any payment or prepayment of principal of, premium, if any, or cash interest on, or redemption, purchase, retirement, defeasance (including covenant or legal defeasance), sinking fund or similar payment with respect to Indebtedness of any member of the Borrower Group and which is subordinated in right of payment of the Obligations; and

(v) any Investment that is not a Permitted Investment.

“Restricted Subsidiary” means each Subsidiary of the Parent and of its direct or indirect Subsidiaries that is not an Unrestricted Subsidiary which is listed as an Unrestricted Subsidiary on Schedule 4.1.C as in effect on the Closing Date.

“Revolving Loan Availability Period” means the period from and including the Closing Date to and including the earlier to occur of (i) the date which is five (5) Business Days prior to the Revolving Loan Maturity Date and (ii) the date on which all of the Revolving Loan Commitments terminate or expire pursuant to Section 2.5 or Section 7.16.

“Revolving Loan Commitment” means the commitment of a Revolving Loan Lender to make a Revolving Loan to the Borrower pursuant to Section 2.1.A and/or to participate in any Letter of Credit pursuant to Section 2.2.C, up to the amount set forth on

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Schedule 2.1 as the Revolving Loan Commitment of such Revolving Loan Lender (or as set forth in the Register pursuant to any assignment of any such Revolving Loan Commitment in accordance with the terms hereof), and “Revolving Loan Commitments” means all such commitments of the Revolving Loan Lenders in the aggregate.

“Revolving Loan Exposure” means, with respect to any Revolving Lender as of any date of determination, (i) prior to the termination of the Revolving Loan Commitments, that Lender’s Revolving Loan Commitment (including all drawn and undrawn portions thereof) and (ii) after the termination of the Revolving Loan Commitments, the aggregate outstanding principal amount of the Revolving Loans of that Lender and such Lender’s Pro Rata Share of the Letter of Credit Obligations.

“Revolving Loan Lenders” means any Lender who has a Revolving Loan Commitment.

“Revolving Loans” is defined in Section 2.1.A.

“Revolving Loan Maturity Date” means October 13, 2010.

“Revolving Loan Notes” means (i) the promissory notes of the Borrower issued pursuant to Section 2.1.E on the Closing Date in respect of its Revolving Loans and (ii) any promissory note issued by the Borrower pursuant to Section 9.1.B in connection with assignments of the Revolving Loan Commitments or Revolving Loans of any of the Lenders, in each case substantially in the form of Exhibit M-3 hereto.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies, Inc.

“Second Lien Administrative Agent” means DBAG in its capacity as “Administrative Agent” under the Second Lien Credit Agreement or any successor “Administrative Agent” appointed thereunder pursuant to the terms thereof.

“Second Lien Collateral Documents” means the “Collateral Documents” under and as defined in the Second Lien Credit Agreement as in effect on the date hereof.

“Second Lien Credit Agreement” means that certain Credit Agreement, dated as of October 13, 2005, together with all Exhibits and Schedules attached thereto, among the Borrower, the financial institutions party thereto from time to time and the Second Lien Administrative Agent, as in effect on the date hereof.

“Secured Parties” means the Administrative Agent, the Lead Arrangers, the Lenders, the Issuing Bank and any Lender or Affiliate of a Lender party to an Interest Rate Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of

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indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreements” means each Security Agreement executed and delivered on or before the Closing Date and each security agreement, pledge, charge or similar instrument to be executed and delivered by any member of the Borrower Group substantially in the form of Exhibit L with such modifications as the Administrative Agent may reasonably request or consent to, provided that the Canadian Subsidiaries shall not be required to execute a Security Agreement.

“Series C Preferred Share Payments” means the payment of (i) all accrued and unpaid dividends on the Series C Redeemable Preferred Stock of the Parent and (ii) the “Series C Interim Preference Amount” (as defined in the First Amended and Restated Certificate of Designations, Preferences and Rights, dated as of March 14, 2003 of such Series C Redeemable Preferred Stock, made on the Effective Date in an aggregate amount for both clause (i) and clause (ii) above not to exceed $16,000,000.

“Solvency Certificate” means a certificate substantially in the form of Exhibit I hereto delivered by each of the Material Subsidiaries and the Parent to the Administrative Agent pursuant to Section 3.1.R.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (i) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (ii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (iii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property or assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (iv) the fair value of the property or assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (v) the present fair salable value of the assets of such Person, as a going concern, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Specified Exceptions to Non-Recourse Provisions” shall mean provisions effectively setting forth one or more of the following events in relation to Indebtedness which, but for the occurrence of one or more of the following, would be Non-Recourse Indebtedness:

(i) the collateral is sold or otherwise disposed of or the title thereto is encumbered, otherwise than as permitted by the mortgage granting such collateral;

(ii) fraud by the borrower in connection with the applicable Indebtedness;

(iii) misapplication of (A) proceeds paid under any insurance policies by reason of damage, loss or destruction affecting any portion of the collateral for the Indebtedness (to the extent of such proceeds), (B) any proceeds or awards resulting from the condemnation of all or any part of such collateral (to the extent of such proceeds or awards), or (C) rents received with respect to the collateral; or

(iv) damage or destruction to the collateral due to willful acts or gross negligence of the Maker;

“Specified Material Contracts” means the contracts and agreements listed on Schedule 4.9.B.

“Start Date” shall have the meaning assigned to such term in the definition of Applicable Margin.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Eurodollar Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person, (i) any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership or limited liability company of which more than 50% of such entities’ capital accounts, distribution rights, general or limited partnership interests or

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membership interests are owned or controlled directly or indirectly by such Person or one of more other Subsidiaries of that Person or a combination thereof.

“Supermajority Lenders” means the Lenders having or holding at least 66 2/3% of the sum of the aggregate Loans, outstanding Letters of Credit and Unused Revolving Loan Commitments of all of the Lenders.

“Supplemental Agent” has the meaning assigned to such term in Section 8.1.B.

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including interest, penalties and additions in connection therewith; provided that “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its lending office).

“Term Loan A” is defined in Section 2.1.A(i).

“Term Loan A Commitment” means the commitment of a Term Loan A Lender to make a Term Loan A to the Borrower pursuant to Section 2.1.A(i), up to the amount set forth on Schedule 2.1 as the Term Loan A Commitment of such Term Loan A Lender (or as set forth in the Register pursuant to any assignment of any such Term Loan A Commitment in accordance with the terms hereof) and “Term Loan A Commitments” means all such commitments of the Term Loan A Lenders in the aggregate.

“Term Loan A Lender” means the persons identified as “Term Loan A Lenders” and listed on the signature pages of this Agreement and Schedule 2.1, together with their successors and permitted assigns pursuant to Section 9.1.

“Term Loan A Maturity Date” means October 13, 2010.

“Term Loan A Notes” means (i) the promissory notes of the Borrower issued pursuant to Section 2.1.E on the Closing Date in respect of Term Loan A and (ii) any promissory note issued by the Borrower pursuant to Section 9.1.B in connection with assignments of Term Loan A of any of the Term Loan Lenders, in each case substantially in the form of Exhibit M-1 hereto.

“Term Loan B” is defined in Section 2.1.A(ii).

“Term Loan B Commitment” means the commitment of a Term Loan B Lender to make a Term Loan B to the Borrower pursuant to Section 2.1.A(ii), up to the amount set forth on Schedule 2.1 as the Term Loan B Commitment of such Term Loan B Lender (or as set forth in the Register pursuant to any assignment of any such Term Loan B

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Commitment in accordance with the terms hereof) and “Term Loan B Commitments” means all such commitments of the Term Loan B Lenders in the aggregate.

“Term Loan B Lender” means the persons identified as “Term Loan B Lenders” and listed on the signature pages of this Agreement and Schedule 2.1, together with their successors and permitted assigns pursuant to Section 9.1.

“Term Loan B Maturity Date” means October 13, 2011.

“Term Loan B Notes” means (i) the promissory notes of the Borrower issued pursuant to Section 2.1.E on the Closing Date in respect of Term Loan B and (ii) any promissory note issued by the Borrower pursuant to Section 9.1.B in connection with assignments of the Term Loan B of any of the Term Loan Lenders, in each case substantially in the form of Exhibit M-2 hereto.

“Term Loan Commitments” means the Term Loan A Commitments and the Term Loan B Commitments.

“Term Loan Exposure” means, with respect to any Term Lender as of any date of determination with respect to any Class of Term Loans, (i) prior to the termination of the Term Loan Commitments, that Lender’s Term Loan Commitment (including all drawn and undrawn portions thereof) with respect to such Class of Term Loans, and (ii) after the termination of the Term Loan Commitments, the aggregate outstanding principal amount of the Term Loans of that Lender with respect to such Class of Term Loans.

“Term Loan Lenders” means Term Loan A Lenders and Term Loan B Lenders.

“Term Loan Notes” means Term Loan A Notes and Term Loan B Notes.

“Term Loans” means Term Loan A and Term Loan B.

“Test Period” means, in connection with the calculation of any financial covenant on a Pro Forma Basis, the period of all fiscal quarters (and any portion of a fiscal quarter) prior to the date of such acquisition that are included in the calculation of such financial covenant (or any component thereof).

“Total Utilization of Revolving Loan Commitments” means, as at any date of determination, the aggregate principal amount of all outstanding Revolving Loans and the maximum amount available to be drawn under all Letters of Credit.

“Transaction Costs” means the fees, costs and expenses payable by any member of the Borrower Group on or before the Closing Date in connection with the transactions contemplated by the Loan Documents.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“UCP” has the meaning assigned to that term in Section 2.2.I.

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“Unadjusted Eurodollar Rate Component” has the meaning assigned to that term in Section 5.15.

“Unrestricted Subsidiary” means each Subsidiary described as an Unrestricted Subsidiary on Schedule 4.1.C as in effect on the Closing Date.

“Unused Revolving Loan Commitments” means, for any period, the average of the daily excess of the Revolving Loan Commitments in effect during such period over the average daily aggregate principal amount of Revolving Loans and the maximum amount available to be drawn under all Letters of Credit outstanding during such period.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.2. Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Without limiting the foregoing, financial statements and other information required to be delivered to the Lenders pursuant to Section 3.1 and Section 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize accounting principles and policies in conformity with those used to prepare the financial statements referred to in Section 5.1.

Section 1.3. Other Definitional Provisions and Rules of Construction.

A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

B. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

C. Any reference to any agreement or instrument shall be deemed to include a reference to such agreement or instrument as assigned, amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

D. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible

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scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any provision stating that an Agent or Lender “may” take certain action shall be construed to mean that Agent or Lender may, but shall not be obligated to, take such action.

E. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.

F. References to “Articles” shall be to Articles of this Agreement unless otherwise specifically provided.

G. The use in this Agreement of the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

H. The use in this Agreement of the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

I. This Agreement, the other Loan Documents and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the party who drafted the various provisions of the same. Each and every provision of this Agreement, the other Loan Documents and instruments and documents entered into and delivered in connection therewith shall be construed as though the parties participated equally in the drafting of the same. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement, or the other Loan Documents and instruments and documents entered into and delivered in connection therewith.

J. All of the Obligations are the joint and several obligations of the Borrower and the Guarantors, regardless of whether any provision hereof with respect to any such Obligation expressly states that such Obligation is a joint and several obligation.

K. With respect to any covenant herein by the Borrower not to permit another member of the Borrower Group to take certain action or which requires the Borrower to cause another member of the Borrower Group to take certain action, it will be a breach of such covenant if any member of the Borrower Group fails to take such action, regardless of whether the Borrower had the right, authority or power to permit or cause such other member of the Borrower Group to take or not take such action.

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ARTICLE II.

AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

Section 2.1. Commitments; Making of Loans; the Register; Notes.

A. Commitments.

(i) Term Loan A. Subject to the terms and conditions hereof (including without limitation the conditions in Section 3.2) and in reliance upon the representations and warranties set forth herein, each Term Loan A Lender severally agrees to make a Term Loan A on the Effective Date to the Borrower in an aggregate amount not to exceed the lesser of (a) its Pro Rata Share of the Term Loan A Commitments and (b) its Term Loan A Commitment. Concurrently with the funding of the Term Loan A, all Term Loan A Commitments shall terminate and no advances of Term Loan A will be available to the Borrower after the Effective Date. Proceeds of the Term Loan A borrowed under this Section 2.1.A(i) and subsequently repaid or prepaid may not be reborrowed.

(ii) Term Loan B. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Pre-Effective Date Indebtedness shall be converted into a portion of Term Loan B, without constituting a novation. Each Term Loan B Lender severally agrees to advance (or, if applicable, to permit to be outstanding hereunder) the balance of its Term Loan B Commitment to the Borrower on the Effective Date in an aggregate amount not exceeding (in the aggregate including its portion of the Pre-Effective Date Indebtedness) the lesser of (a) its Pro Rata Share of the Term Loan B Commitments and (b) its Term Loan B Commitment. Concurrently with the funding of the Term Loan B, all Term Loan B Commitments shall terminate and no advances of Term Loan B will be available to the Borrower after the Effective Date. Proceeds of the Term Loan B borrowed under this Section 2.1.A(ii) and subsequently repaid or prepaid may not be reborrowed.

(iii) Revolving Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Revolving Loan Lender severally agrees to make revolving loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Loan Availability Period in an aggregate amount not exceeding the lesser of (a) its Pro Rata Share of the Revolving Loan Commitments and (b) its Revolving Loan Commitment. The amount of each Revolving Loan Lender’s Revolving Loan Commitment as of the Closing Date is set forth opposite its name on Schedule 2.1 hereto and the aggregate amount of the Revolving Loan Commitments as of the Closing Date is as set forth on Schedule 2.1; provided that the Revolving Loan Commitments of the applicable Revolving Loan Lenders shall be adjusted to give effect to any assignments of such Revolving Loan Lender’s Revolving Loan Commitments pursuant to Section 9.1; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.5. Each Revolving Loan Lender’s Revolving Loan Commitments shall expire immediately and without further action at the expiration of the Revolving Loan Availability Period and no Revolving Loans shall be made after such date. Revolving Loans borrowed under this Section 2.1.A(iii) and subsequently repaid or prepaid may be reborrowed during the Revolving Loan Availability Period; provided, however, that the aggregate principal amount of the Revolving Loans outstanding at any time, when added to the aggregate amount of the Letter of Credit Obligations, may not exceed the aggregate amount of the Revolving Loan Commitments.

B. Borrowing Mechanics. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each

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Lender hereby severally agrees to make the Loans described in Section 2.1.A, if, and only if, the borrowing mechanics set forth as follows are satisfied:

(i) Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

(ii) Whenever the Borrower desires that the Lenders make Loans, the Borrower shall deliver to the Administrative Agent a Loan/Letter of Credit Request no later than 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Loan Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Loan Date (in the case of a Base Rate Loan).

(iii) Each Loan/Letter of Credit Request shall (a) specify (1) the aggregate amount and Class of the requested Loan, (2) the proposed Loan Date (which may occur only on a Business Day), (3) whether such Loan shall be a Base Rate Loan or a Eurodollar Rate Loan, (4) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, which shall be a period contemplated by the definition of the term “Interest Period,” and (5) the intended use of proceeds of such Loan, and (b) be accompanied by an accurate and complete Loan/Letter of Credit Certificate.

(iv) The Borrower shall notify the Administrative Agent prior to the making of any Loan in the event that any of the matters to which the Borrower is required to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Date, and the acceptance by the Borrower of the proceeds of any Loan shall constitute a re-certification by the Borrower, as of the applicable Loan Date, as to the matters to which the Borrower is required to certify in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate (it being understood that, if a Loan is made during the continuance of an Event of Default, the making of such Loan shall not constitute a waiver of such Event of Default).

(v) Notwithstanding the foregoing in this Section 2.1.B, Loans made on the Effective Date may be either Base Rate Loans or Eurodollar Rate Loans; provided, however, any Loans that are Eurodollar Rate Loans shall have an initial Interest Period of one month.

Except as otherwise provided in Section 2.6.B and Section 2.6.C, a Loan/Letter of Credit Request for a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and a Loan/Letter of Credit Request for a Base Rate Loan shall be irrevocable on and after the delivery of such Loan/Letter of Credit Request to the Administrative Agent and, in each case, the Borrower shall be bound to make a borrowing in accordance therewith.

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C. Disbursement of Funds. All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Loan/Letter of Credit Request pursuant to Section 2.1.B, the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Loan Date, in immediately available funds in Dollars, at the Funding and Payment Office. The Administrative Agent shall disburse the proceeds of each Loan, all in accordance with and as more particularly described in the Loan/Letter of Credit Request.

Unless the Administrative Agent shall have been notified by any Lender on or prior to the Loan Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s share of such Loan requested on such Loan Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Loan Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such Loan Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Loan Date until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the first three Business Days and thereafter at the rate payable under this Agreement for Base Rate Loans of the applicable Class of Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s share of the Loan included in such Loan. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Loan Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans of the applicable Class of Loans. Nothing in this Section 2.1.C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

D. The Register.

(i) The Administrative Agent shall maintain, at its address referred to in Section 9.8, a register for the recordation of the names and addresses of the Lenders and the Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by any Loan Party or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(ii) The Administrative Agent shall record in the Register (a) the Term Loan A Commitment, the Term Loan B Commitment, the Revolving Loan Commitment and

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the Loans from time to time of each Lender, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) each repayment or prepayment in respect of the principal amount of the Loans of each Lender, (d) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof, and (e) the date of issuance, face amount and expiry date of each Letter of Credit and the Issuing Bank with respect thereto. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Obligations in respect of any applicable Loans.

(iii) Each Lender shall record on its internal records (including any Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or Obligations in respect of any applicable Loans or otherwise; and provided, further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(iv) The Administrative Agent and the Lenders shall deem and treat the Persons listed as the Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loans shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

E. Notes. The Borrower shall execute and deliver on the Closing Date and on the date of any assignment or transfer of any Loan or Commitment to each Lender who so requests (or to the Administrative Agent on behalf of that Lender) (i) a Term Loan A Note substantially in the form of Exhibit M-1 hereto and a Term Loan B Note substantially in the form of Exhibit M-2 hereto to evidence that Lender’s Term Loans, in the principal amount of the sum of that Lender’s Term Loan A Commitment and Term Loan B Commitment, respectively, and with other appropriate insertions and/or (ii) a Revolving Note, substantially in the form of Exhibit M-3 hereto to evidence that Lender’s Revolving Loans, in the principal amount of that Lender’s Revolving Loan Commitment and with other appropriate insertions, as applicable.

The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent as provided in Section 9.1. Any request, authority or consent of any person or entity who, at the time of

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making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor.

Section 2.2. Letters of Credit.

A. Issuance of Letters of Credit. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Issuing Bank agrees to issue, and each Revolving Loan Lender severally agrees to participate in the issuance by the Issuing Bank of, standby Letters of Credit in Dollars from time to during the Revolving Loan Availability Period as the Borrower may request, in a form mutually acceptable to the Issuing Bank and the Borrower; provided, however, that (i) the outstanding Letter of Credit Obligations (including those outstanding immediately prior to the Closing Date) shall not at any time exceed $1,000,000 (the “LOC Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus Letter of Credit Obligations shall not at any time exceed the aggregate amount of the Revolving Loan Commitments. No Letter of Credit shall (a) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Bank gives notice of expiration or termination to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (b) as originally issued or as extended, have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day. Each Letter of Credit which remains outstanding under the Original Credit Agreement after the Closing Date shall be deemed to be a Letter of Credit issued under this Agreement as of the Effective Date.

B. Notice and Reports.

(i) The request for the issuance of a Letter of Credit shall be submitted by the Borrower to the Issuing Bank no later than 10:00 A.M. (New York City time) at least two Business Days in advance of the proposed Letter of Credit Date. The Borrower shall request the issuance of a Letter of Credit no more frequently than twice per month. Each request for the issuance of a Letter of Credit shall utilize a Loan/Letter of Credit Request and shall (a) specify (1) the aggregate amount of the requested Letter of Credit and (2) the proposed Letter of Credit Date and expiry date, and (b) be accompanied by an accurate and complete Loan/Letter of Credit Certificate.

(ii) The Issuing Bank shall, at least quarterly and more frequently upon reasonable request, disseminate to each of the Revolving Loan Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of the prior report, and including therein, among other things, the beneficiary, the face amount and the expiry date, as well as any payment or expirations which may have occurred.

(iii) The Administrative Agent and the Lenders shall deem and treat the Persons listed as the Revolving Loan Lenders in the Register as the holders and owners

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of the corresponding Revolving Loan Commitments, Loans and Letters of Credit listed therein for all purposes hereof, and no assignment or transfer of any such Revolving Loan Commitment or Letters of Credit shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1. Prior to such recordation, all amounts owed with respect to the applicable Revolving Loan Commitment or Letter of Credit shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Loan Commitments, Loans or Letters of Credit.

(iv) The Borrower shall notify the Administrative Agent prior to the issuance of any Letter of Credit in the event that any of the matters to which the Borrower is required to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Date, and the acceptance by the Borrower of the issuance of the Letter of Credit shall constitute a re-certification by the Borrower, as of the applicable Letter of Credit Date, as to the matters to which the Borrower is required to certify in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate.

C. Participation. Each Revolving Loan Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a participation interest from the Issuing Bank in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Pro Rata Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume and be obligated to pay to the Issuing Bank and discharge when due its Pro Rata Share of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation interest in any Letter of Credit, to the extent that the Issuing Bank has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Issuing Bank its Pro Rata Share of such unreimbursed drawing in same day funds on the day of notification by the Issuing Bank of an unreimbursed drawing pursuant to the provisions of Section 2.2.D below. The obligation of each Lender to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of a Potential Event of Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank under any Letter of Credit, together with interest as hereinafter provided.

D. Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Bank shall promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Bank that it intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 2.2.E below on the related Letter of Credit, the proceeds of which shall be used to satisfy the related reimbursement obligations. The Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit (either with the proceeds of a Loan obtained hereunder or otherwise) in same day funds. If the

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Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Revolving Loans that are Base Rate Loans. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Bank, any Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including any defense based on any failure of the Borrower or any other Loan Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Bank, in Dollars and in immediately available funds, the amount of such Lender’s Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Bank if such notice is received at or before 1:00 P.M. (New York City time), and otherwise such payment shall be made at or before 11:00 A.M. (New York City time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Bank in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Bank in full at a rate per annum equal to, if paid within three Business Days of the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Effective Rate and, thereafter, at a rate equal to the interest rate otherwise payable under this Agreement for Revolving Loans that are Base Rate Loans. Each Lender’s obligation to make such payment to the Issuing Bank, and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Potential Event of Default or Event of Default or the acceleration of the obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

E. Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Loan Lenders that a Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Loan comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1.B with respect thereto) shall be immediately made to the Borrower by all Lenders in accordance with their Pro Rata Shares and the proceeds thereof shall be paid directly to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding

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(i) the amount of such borrowing may not comply with the minimum amount for advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.2 are then satisfied, (iii) whether a Potential Event of Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any termination of the Commitments relating thereto immediately prior to or contemporaneously with such borrowing.

F. Cash Collateral For Letter of Credit Obligations. In the event that on the Revolving Loan Maturity Date there are any outstanding Letters of Credit, the Borrower shall, on such date, deposit with the Issuing Bank an amount equal to 105% of the amount of the Letter of Credit Obligations, to be held by the Issuing Bank as cash collateral.

G. Designation of Subsidiary as Account Party. Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any other member of the Borrower Group other than the Canadian Subsidiaries, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the reimbursement obligations of the Borrower hereunder with respect to such Letter of Credit.

H. Renewal; Extension. The renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects in the same manner as the issuance of a new Letter of Credit hereunder.

I. Uniform Customs and Practices. The Issuing Bank may have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits (the “UCP”) or the International Standby Practices 1998 (the “ISP98”), in either case as published as of the date of issue by the International Chamber of Commerce, in which case the UCP or the ISP98, as applicable, may be incorporated therein and deemed in all respects to be a part thereof.

J. Indemnification; Nature of Issuing Bank’s Duties.

(i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal Requirement.

(ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Bank) shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and

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issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents.

(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender.

(iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement.

(v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

K. Responsibility of Issuing Bank. It is expressly understood and agreed that the obligations of the Issuing Bank hereunder to the Lenders are only those expressly set forth in this Agreement and that the Issuing Bank shall be entitled to assume that the conditions precedent set

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forth in Sections 3.2 have been satisfied as of the applicable Letter of Credit Date unless it shall have been notified in writing by the Borrower or the Administrative Agent that any such condition precedent has not been satisfied; provided, however, that nothing set forth in this Section 2.2 shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section 2.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Bank.

L. Conflict with LOC Documents. In the event of any conflict between this Agreement and any LOC Document (including any letter of credit application), this Agreement shall control.

Section 2.3. Interest on the Loans.

A. Rate of Interest. Subject to the provisions of Sections 2.3.E, 2.6 and 2.7, each Term Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate. The applicable basis for determining the rate of interest with respect to any Term Loan shall be selected by the Borrower initially at the time a Loan/Letter of Credit Request is given with respect to such Loan pursuant to Section 2.1.B, and the basis for determining the interest rate with respect to any Term Loan may be changed from time to time pursuant to Section 2.3.D. If on any day a Term Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Term Loan shall bear interest determined by reference to the Base Rate.

Subject to the provisions of Sections 2.3.E, 2.6 and 2.7, until they are paid in full the Loans shall bear interest as follows:

(i) if a Term Loan that is a Base Rate Loan, then at a rate equal to the sum of the Base Rate plus the Applicable Margin for the applicable Class of Term Loans; or

(ii) if a Term Loan that is a Eurodollar Rate Loan, then at a rate equal to the sum of the Adjusted Eurodollar Rate plus the Applicable Margin for the applicable Class of Term Loans; or

(iii) if a Revolving Loan, that is a Base Rate Loan, then at a rate equal to the sum of the Base Rate plus the Applicable Margin for Revolving Loans that are Base Rate Loans; or

(iv) if a Revolving Loan, that is a Eurodollar Rate Loan, then at a rate equal to the sum of the Adjusted Eurodollar Rate plus the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans

B. Interest Periods. In connection with each Loan that is a Eurodollar Rate Loan, the Borrower may, pursuant to the applicable Loan/Letter of Credit Request or Notice of Conversion/Continuation, as the case may be, select an interest period (each an “Interest

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Period”) to be applicable to such Loan, which Interest Period shall be, at the Borrower’s option, either a one, two, three or six month period; provided that:

(i) the initial Interest Period for any Term Loan that is a Eurodollar Rate Loan shall commence on the Loan Date in respect of such Term Loan, in the case of a Term Loan initially made as a Eurodollar Rate Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Term Loan converted to a Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iii) of this Section 2.3.B, end on the last Business Day of a calendar month;

(v) no Interest Period with respect to any portion of Term Loan A shall extend beyond the Term Loan A Maturity Date and no Interest Period with respect to any portion of Term Loan B shall extend beyond the Term Loan B Maturity Date;

(vi) no Interest Period with respect to any portion of a Class of Term Loans shall extend beyond a date on which the Borrower is required to make a scheduled payment of principal of such Class of Term Loans unless the sum of (a) the aggregate principal amount of Term Loans of that Class that are Base Rate Loans plus (b) the aggregate principal amount of Term Loans of that Class that are Eurodollar Rate Loans with Interest Periods expiring on or before such date plus (c) the excess of the Revolving Loan Commitments then in effect (after giving effect to any reduction or termination of the Revolving Loan Commitments that is scheduled to occur prior to the end of such Interest Period) over the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations then outstanding equals or exceeds the principal amount required to be paid on the Term Loans of such Class on such date;

(vii) there shall be no more than eight Interest Periods outstanding at any time; and

(viii) in the event the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Loan/Letter of Credit Request or Notice of Conversion/Continuation, the Borrower shall be deemed to have selected an Interest Period of one month.

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C. Interest Payments. Subject to the provisions of Section 2.3.E, interest on each Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of a Term Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity).

D. Conversion or Continuation. Subject to the provisions of Section 2.6 and Section 2.1.B(i), the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans bearing interest at a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Further, the submission by the Borrower of a Notice of Conversion/Continuation shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation, as to the matters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate.

Except as otherwise provided in Sections 2.6.B and 2.6.C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

E. Default Rate. Upon the occurrence and during the continuation of any Event of Default, the outstanding principal amount of all Loans and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable upon demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Revolving Loans that are Base Rate Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective, such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Loans of the

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applicable Class that are Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.3.E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

F. Computation of Interest. Interest on the Loans shall be computed on the basis of a 360-day year, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a 365 day year (or 366 days in a leap year), and in each case interest shall be payable for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, (i) the date of the making of such Loan, (ii) the first day of an Interest Period applicable to such Loan and (iii) with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, in each case shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

Section 2.4. Fees.

A. Letter of Credit Fees.

(i) The Borrower agrees to pay to the Issuing Bank, for its own account, on the date of issuance of any Letter of Credit, a facing fee equal to 0.125% per annum on the initial face amount and stated duration of each such Letter of Credit (the “LOC Facing Fee”).

(ii) The Borrower shall also pay to the Administrative Agent, for the account of the Lenders, a fee equal to the undrawn amount of each Letter of Credit multiplied by the then Applicable Margin for Revolving Loans that are Eurodollar Loans (the “Letter of Credit Fee”).

(iii) The Letter of Credit fees referred to in clause (ii) above shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date.

B. Unused Facility Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, unused facility fees for the period from and after the Closing Date until but excluding the Revolving Loan Maturity Date in an amount equal to the Unused Revolving Loan Commitments multiplied by 0.50% per annum. The unused facility fees shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date. Notwithstanding anything to the contrary herein, any unused facility fee accrued with respect to any of the Commitments of a Defaulting Lender during the Fiscal Quarter prior to

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the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused facility fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused facility fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be Defaulting Lender.

C. Annual Administrative Fee. The Borrower shall pay to the Administrative Agent an annual administrative fee in an amount equal to $75,000 per annum from and including the Closing Date to and including the Term Loan B Maturity Date. Such administrative fee shall be payable yearly in advance, commencing on the Closing Date and thereafter on each anniversary of the Closing Date.

D. Other Fees. The Borrower shall pay such other fees, costs and expenses as are set forth in the Fee Letters, in each case in the amounts, and at the times, provided for in the Fee Letters.

Section 2.5. Repayments, Prepayments and Reductions in Commitments; General Provisions Regarding Payments.

A. Scheduled Payments of Loans.

(i) On the Revolving Loan Maturity Date, the entire remaining unpaid principal amount of the Revolving Loans shall be due and payable by the Borrower. On each of the dates set forth below, principal payments of the Term Loans shall be payable by the Borrower in the amounts set forth opposite each such date for the applicable Class of Loans:

Term Loan A:

Date	Amount of Payment (stated as a percentage of principal balance of Term Loan A after its advance on the Closing Date)
On each of December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006	0.25% (i.e. 1% in the aggregate for such payments)
On each of December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007	1.625% (i.e. 6.5% in the aggregate for such payments)
On each of December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008	5.625% (i.e. 22.5% in the aggregate for such payments)

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Date	Amount of Payment (stated as a percentage of principal balance of Term Loan A after its advance on the Closing Date)
On each of December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009	7.5% (i.e. 30% in the aggregate for such payments)
On each of December 31, 2009, March 31, 2010 and June 30, 2010	10% (i.e. 30% in the aggregate for such payments)
Term Loan A Maturity Date	Any remaining balance of Term Loan A

Term Loan B:

Date	Amount of Payment (stated as a percentage of principal balance of Term Loan B after it is advanced on Closing Date)
On each of December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006	0.00% (i.e. 0.0% in the aggregate for such payments)
On each of December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007	0.25% (i.e. 1.0% in the aggregate for such payments)
On each of December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008	1.25% (i.e. 5.0% in the aggregate for such payments)
On each of December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009	1.25% (i.e. 5% in the aggregate for such payments)
On each of December 31, 2009, March 31, 2010, June 30, 2010 and September 30, 2010	2.50% (i.e. 10% in the aggregate for such payments)

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Date	Amount of Payment (stated as a percentage of principal balance of Term Loan B after it is advanced on Closing Date)
On each of December 31, 2010, March 31, 2011 and June 30, 2011	19.75% (i.e. 59.25% in the aggregate for such payments)
Term Loan B Maturity Date	Any remaining balance of Term Loan B

The Borrower shall make all such amounts due and payable under this subsection A available to the Administrative Agent not later than 12:00 Noon (New York City time) on the applicable payment date, in immediately available funds in Dollars, at the Funding and Payment Office.

B. Prepayments and Unscheduled Reductions in Commitments.

(i) Voluntary Prepayments. The Borrower may, upon not less than three Business Day’s prior written notice given to the Administrative Agent by 12:00 Noon (New York City time) on the date required, at any time and from time to time prepay, without premium or penalty, any Loan on any Business Day in whole or in part in an aggregate minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (the amount due upon such prepayment being equal to the principal amount being so prepaid plus accrued and unpaid interest thereon, plus with respect to any Eurodollar Rate Loan not prepaid on the expiration of the Interest Period applicable thereto, any amount payable pursuant to Section 2.6.D). The Borrower’s notice to the Administrative Agent shall designate (a) the date (which shall be a Business Day) of such prepayment, (b) whether such prepayment applies to Term Loans or Revolving Loans (and to which Term Loans or Revolving Loans the prepayment applies) and (c) the amount of such prepayment. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.5.C.

(ii) Voluntary Reductions of Revolving Loan Commitments. The Borrower may, upon not less than three Business Days’ prior written notice given to the Administrative Agent by 12:00 Noon (New York time) on the date required, at any time and from time to time, without premium or penalty, terminate in whole or permanently reduce in part the Revolving Loan Commitments; provided that (a) the Borrower may not terminate or reduce the Revolving Loan Commitments to an amount less than the Total Utilization of Revolving Loan Commitments and (b) any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. The Borrower’s notice to the Administrative Agent shall designate (x) the date (which shall be a Business Day) of such termination or reduction, and (y) the amount of any such reduction or termination. Notice of such reduction or termination having been given as aforesaid, such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified

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in the Borrower’s notice and shall reduce the Revolving Loan Commitment of each Lender proportionately by its Pro Rata Share thereof.

(iii) Mandatory Prepayments. The Borrower shall prepay the Loans and the Commitments shall be permanently reduced in the amounts, at the times and under the circumstances set forth below:

(a) Prepayments Due to Issuance of Debt or Equity. Subject to Section 2.5.B(iv) below, on the fifth Business Day following the date of receipt by any member of the Borrower Group of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being “Net Proceeds”) from the incurrence of any Indebtedness by, or issuance of any equity of, any member of the Borrower Group, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans (i) 100% of the Net Proceeds in respect of any such Indebtedness incurrence (other than those incurrences permitted pursuant to Section 6.1), (ii) 75% of the Net Proceeds in respect of any such equity issuance in the event the Consolidated Leverage Ratio of the Borrower Group equals or exceeds 3.00 to 1.00 and (iii) 50% of the Net Proceeds in respect of any such equity issuance in the event the Consolidated Leverage Ratio of the Borrower Group is less than 3.00 to 1.00.

(b) Prepayments From Net Asset Sale Proceeds. Subject to Section 2.5.B(iv) below, (i) no later than the fifth Business Day following the date of receipt by any member of the Borrower Group of any Net Asset Sale Proceeds in respect of any Asset Sale, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to 100% of such Net Asset Sale Proceeds (which, in the case of Net Asset Sale Proceeds received by a Canadian Subsidiary, shall be applied, first, to the extent of the balance of the 2005 Canadian Investment Note, and, second, to the extent of the balance of the 2004 Canadian Investment Note, in each case, as a prepayment of such 2005 Canadian Investment Note and/or 2004 Canadian Investment Note to fund (to the extent of such prepayment) all or a portion of the mandatory prepayment required by this clause (b)); provided, however, that no such reduction in Commitments and payment of Loans shall be required if such Net Asset Sale Proceeds were received by any such member pursuant to an Excluded Asset Sale at a time when no Event of Default has occurred and is continuing, and (ii) no later than the fifth Business Day following the date that any reserve maintained for adjustment in respect of the sale price of the assets sold in any such Asset Sale (as referred to in clause (vi) of the definition of Net Asset Sale Proceeds) or with respect to any liabilities associated with the assets disposed of in such Asset Sale is no longer required or is reduced, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to 100% of the amount of such reserve (if it is no longer required to be maintained) or of such reduction of such reserve.

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(c) Prepayments from Receipt of Casualty Proceeds. Subject to Section 2.5.B(iv) below, on the fifth Business Day following the date of receipt by any member of the Borrower Group of any Casualty Proceeds, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to 100% of such Casualty Proceeds (which, in the case of Casualty Proceeds received by a Canadian Subsidiary, shall be applied, to the extent of the balance of the Canadian Investment Note, as a prepayment of the Canadian Investment Note to fund (to the extent of such prepayment) all or a portion of the mandatory prepayment required by this clause (c)); provided, however, that no such reduction in the Commitments shall be required if (1) the Borrower delivers to the Administrative Agent an accurate and complete Reinvestment Notice in respect of such Casualty Proceeds within such five Business Day period and (2) such Casualty Proceeds are reinvested by such member within 180 days of the receipt by such member thereof in assets related to a Permitted Business at a time when no Event of Default has occurred and is continuing.

(d) Prepayments from Excess Cash Flow. If the Borrower Group has Excess Cash Flow greater than zero for any Fiscal Year commencing with the Fiscal Year ending December 31, 2006, on the Excess Cash Flow Application Date, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to (1) the amount of such Excess Cash Flow multiplied by (2) 50%. The “Excess Cash Flow Application Date” shall be the fifth Business Day following the date on which the financial statements of the Borrower Group referred to in Section 5.1 for the Fiscal Year with respect to which such reduction in commitment is made are required to be delivered to the Administrative Agent.

(iv) Calculations of Net Proceeds Amounts; Additional Prepayments Based on Subsequent Calculations. Concurrently with any prepayment of the Loans pursuant to this Section 2.5.B, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate executed by a Responsible Officer demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, the applicable Net Proceeds, the applicable Casualty Proceeds or other amounts, as the case may be, that gave rise to such prepayment and/or reduction. In the event that the Borrower subsequently determines that the actual Net Proceeds Amount was greater than the amount set forth in such Officer’s Certificate, the outstanding Term Loans shall be automatically reduced in an amount equal to the amount of such excess in accordance with Section 2.5.C(ii), and the Borrower shall concurrently therewith deliver to the Administrative Agent an Officer’s Certificate executed by a Responsible Officer demonstrating the derivation of the additional Net Proceeds Amount resulting in such additional prepayment.

(v) Prepayments Due to Reductions of Commitments. The Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitments then in effect, unless the Total Utilization of Revolving Loan

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Commitments exceeds the Revolving Loan Commitments by virtue of the expiration of the Revolving Loan Commitments at the end of the Revolving Loan Availability Period pursuant to clause (i) of the definition thereof. The amount due upon any such prepayment shall be equal to the principal amount being so paid, plus accrued and unpaid interest thereon, plus, with respect to any Loan not prepaid on the expiration of the Interest Period applicable thereto, any amount payable pursuant to Section 2.6.D. In addition, if as a result of any reduction in Commitments pursuant to this Section 2.5, the Revolving Loan Exposure exceeds the Revolving Loan Commitment so reduced because Letter of Credit Obligations constitute a portion thereof, the Borrower shall, in an amount equal to the amount of such excess, replace outstanding Letters of Credit and/or deposit an amount in immediately available funds an amount equal to 105% of such excess in a cash collateral account established with the Administrative Agent for the benefit of the Issuing Bank and the Lenders an terms and conditions reasonably satisfactory to the Administrative Agent (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all Letter of Credit Obligations from time to time outstanding and all other Obligations).

C. Application of Prepayments and Reductions of Loan Commitments.

(i) Any voluntary prepayments pursuant to Section 2.5.B(i) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided that if the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay the Term Loan A in the inverse order of maturity, second to repay the Term Loan B in the inverse order of maturity and third to repay outstanding Revolving Loans (such voluntary prepayment shall not give rise to any permanent reduction in the Revolving Loan Commitment).

(ii) Any mandatory prepayments pursuant to Section 2.5.B(iii)(a) through (d) shall be applied first to repay the Term Loan A in the inverse order of maturity, second to repay the Term Loan B in the inverse order of maturity and third to repay outstanding Revolving Loans and, after the occurrence and during the continuance of a Potential Event of Default or an Event of Default, to the provision of cash collateral in respect of Letter of Credit Obligations in an amount equal to 105% of the Letter of Credit Obligations and to permanently reduce the Revolving Loan Commitment.

D. General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by the Borrower of principal, interest, fees, expenses and other Obligations hereunder and under the Notes shall be made in Dollars in immediately available funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of the Lenders; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

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(ii) Application of Payments to Principal and Interest. All payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to the payment of principal.

(iii) Apportionment of Payments. Aggregate principal and interest payments in respect of Loans shall be apportioned among all outstanding Loans proportionately to the Lenders’ respective Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.5.D(iii), if, pursuant to the provisions of Section 2.6, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

(v) Notation of Payment. Each Lender agrees that before disposing of any Note held by it, or any part thereof (other than by granting participations therein), that Lender may make a notation thereon of all Loans evidenced by that Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of any Loan made under such Note shall not limit or otherwise affect the obligations of the Borrower hereunder or under such Note with respect to any Loan or any payments of principal or interest on such Note.

Section 2.6. Special Provisions Governing Eurodollar Rate Loans.

Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to Eurodollar Rate Loans as to the matters covered:

A. Determination of Applicable Interest Rate. As soon as practicable after 10:00 A.M. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender.

B. Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final, conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that, by reason of circumstances affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the interest rate applicable to such

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Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Loan/Letter of Credit Request or Notice of Conversion/Continuation given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be made with respect to Base Rate Loans.

C. Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final, conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order not in effect on the date such Person became a Lender (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) would cause such Lender material financial hardship as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender (which such Affected Lender shall do at the earliest practicable date), (b) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Loan/Letter of Credit Request or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Except as provided in the immediately preceding sentence, nothing in this Section 2.6.C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

D. Compensation For Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses (not including lost profits), expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Loan/Letter of Credit Request, or a conversion to or continuation of any Eurodollar Rate Loan

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does not occur on a date specified therefor in a Notice of Conversion/Continuation, (ii) if any prepayment (including any prepayment pursuant to Section 2.5.B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

E. Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of that Lender.

Section 2.7. Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs and Taxes. Subject to the provisions of Section 2.7.B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) after the date hereof that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law):

(i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder;

(ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or

(iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the interbank Eurodollar market;

and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto, then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different

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method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall promptly deliver to the Borrower (with a copy to the Administrative Agent) a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.7.A, which statement shall be final, conclusive and binding upon all parties hereto absent manifest error.

B. Withholding of Taxes.

(i) Payments to Be Free and Clear. All sums payable by the Borrower under this Agreement and the other Loan Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or any franchise Tax imposed on any Lender by the jurisdiction (or political subdivision thereof) under the laws of which such Lender is organized or in which such Lender is doing business; provided, however, that solely carrying out the transactions contemplated by this Agreement, standing alone, shall not be considered “doing business”) (all such Taxes being hereinafter collectively referred to as “Included Taxes”).

(ii) Grossing-up of Payments. If the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by the Borrower to the Administrative Agent or any Lender under any of the Loan Documents:

(a) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it;

(b) the Borrower shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;

(c) the sum payable by the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and

(d) within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority;

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provided that no such additional amount shall be required to be paid to any Lender under clause (c) above with respect to (and only to the extent of) any deduction or withholding applicable as of the date hereof (in the case of each Lender listed on the signature pages hereof) or the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in respect of payments to such Lender.

In addition, the Borrower agrees to pay any present or future stamp, mortgage recording or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made under this Agreement or any of the other Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of the other Loan Documents (hereinafter referred to as “Other Taxes”) and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Other Taxes.

(iii) Evidence of Exemption from United States Withholding Tax.

(a) Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this Section 2.7.B(iii) a “Non-US Lender”) shall deliver to the Administrative Agent for delivery to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be reasonably requested by the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion) (1) two original copies of Internal Revenue Service Form W-8BEN (claiming benefits under an applicable treaty) or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Code or the regulations issued thereunder to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (1) above, a Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption or reduction required under the Code or the regulations issued thereunder to establish that such Lender is exempt from or entitled to a reduction in the amount of the deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

(b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to Section 2.7.B(iii) hereby agrees, from time to time after the initial

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delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) to the extent that it may lawfully do so, deliver to the Administrative Agent for delivery to the Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, as the case may be, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption or reduction required in order to confirm or establish that such Lender is exempt from or entitled to a reduction in the amount of the deduction or withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.

(c) The Borrower shall not be required to pay any additional amount to any Non-US Lender under clause (c) of Section 2.7.B(ii) to the extent any deduction or withholding is a result of such Lender’s failure to satisfy the requirements of clause (a) or (b)(1) of this Section 2.7.B(iii); provided that if such Lender shall have satisfied the requirements of Section 2.7(iii)(a) on the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this Section 2.7.B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts otherwise payable pursuant to clause (c) of Section 2.7.B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in Section 2.7.B(iii).

(d) The Borrower will indemnify the Administrative Agent and any Lender for the full amount of Included Taxes or Other Taxes arising in connection with payments made under this Agreement or any other Loan Document (including any Included Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.7.B) paid by the Administrative Agent or any Lender or any of their respective Affiliates and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto). Payment under this indemnification shall be made within fifteen days from the date the Administrative Agent or any Lender or any of their respective Affiliates makes written demand therefor; provided, however, that the Borrower shall not be obligated to make payment to the Lenders or the Administrative Agent (as the case may be) pursuant to this Section 2.7.B(iii) in respect of penalties, interest and other liabilities attributable to any Included Taxes or Other Taxes if written demand therefor has not been made by such Lender or the Administrative Agent within 60 days from the date on which such Lender or the Administrative Agent received written notice of the imposition of Included Taxes

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or Other Taxes by the relevant taxing or governmental authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Administrative Agent or the Lender in making such written demand. After the Lender or the Administrative Agent (as the case may be) has received written notice of the imposition of the Included Taxes or Other Taxes which are subject to this Section 2.7.B(iii), such Lender and the Administrative Agent will act in good faith to promptly notify the Borrower of its obligations under this Agreement; provided, however, that the failure to so act shall not, standing alone, affect the rights of the Administrative Agent or the Lenders under this Section 2.7.B(iii).

C. Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall promptly deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Section 2.8. Obligation of the Lenders to Mitigate.

Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering the Loans of such Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.7, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain the Commitments of such Lender or the affected Loans of such Lender through another lending office of such Lender or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.7 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments

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or Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Commitments or Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other lending office pursuant to this Section 2.8 if such Lender would incur incremental expenses as a result of utilizing such other lending office as described in clause (i) above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.8 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding absent manifest error.

ARTICLE III.

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE AND TO ALL LOANS ON

THE EFFECTIVE DATE

Section 3.1. Conditions Precedent to the Effective Date and Loans.

The occurrence of the Effective Date, the obligation of the Lenders to make or convert Loans on the Effective Date, and the obligation of the Issuing Bank to issue or continue Letters of Credit on the Effective Date, are subject, at the time of each such event (except as otherwise hereinafter indicated), to the satisfaction of each of the following conditions:

A. Loan Documents. The Administrative Agent shall have received, with a counterpart for each Lender, each of the following documents, in form and substance acceptable to the Administrative Agent:

(i) this Agreement, duly executed and delivered by each of the parties hereto;

(ii) the Notes, if any, duly executed and delivered by the Borrower;

(iii) the Security Agreement, duly executed and delivered by the members of the Borrower Group (other than the Canadian Subsidiaries);

(iv) the Guaranty, duly executed and delivered by the members of the Borrower Group (other than the Borrower and the Canadian Subsidiaries);

(v) the Pledge Agreement, duly executed and delivered by the members of the Borrower Group (other than the Canadian Subsidiaries);

the Blocked Account Agreements, duly executed and delivered by the members of the Borrower Group and the applicable third-party financial institutions;

(vii) the Control Agreement, duly executed and delivered by the members of the Borrower Group and the applicable third-party financial institution;

(vi) the Intercreditor Agreement, duly executed and delivered by the Second Lien Administrative Agent and acknowledged by the members of the Borrower Group;

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(vii) the Borrower Group Release, duly executed and delivered by members of the Borrower Group;

(viii) a confirmation and reaffirmation of the Loan Documents, Consents, the obligations under the 2004 Canadian Investment Note and the Canadian Revolver Note and other collateral documents, duly executed and delivered by each member of the Borrower Group and the Administrative Agent in form and substance acceptable to the Lenders, pursuant to which the members of the Borrower Group party thereto confirm and ratify the continuing effect of their Guaranty Agreements, Security Agreements, Pledge Agreements, Control Agreements in respect of all accounts identified on Schedule 3.1.A attached hereto, Blocked Account Agreements in respect of the accounts identified on Schedule 3.1.B, Consents, the obligations under the 2004 Canadian Investment Note and the Canadian Revolver Note and other Loan Documents as of the Closing Date and after giving effect to the amendment and restatement of this Agreement as set forth herein; and

(ix) the Master Assignment and Acceptance Agreement.

B. Financial Documents. The Administrative Agent and the Lenders shall have received, reviewed, and be satisfied with:

(i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Parent and Borrower prepared in accordance with GAAP for the fiscal year ending on December 31, 2004 for the preceding fiscal year,

(ii) unaudited consolidated balance sheets and related statements of income and cash flows of each of Parent and Borrower prepared in accordance with GAAP for each month and fiscal quarter ending through June 2005 and 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”),

(iii) pro forma consolidated balance sheet and related statements of income and cash flows for Borrower (the “Pro Forma Financial Statements”), as well as pro forma levels of EBITDA and other operating data (the “Pro Forma Data”), for the twelve months ended July 2005 (to the extent necessary to reflect any changes to the structure of the Redemption and the Series C Preferred Share Payments from the structure contemplated and presented to the Administrative Agent on September 7, 2005) and each month covered by the Unaudited Financial Statements and for the latest twelve-month period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Redemption and the Series C Preferred Share Payments and other transactions contemplated hereby, and

(iv) forecasts of the financial performance of Borrower and its Subsidiaries for the next five (5) fiscal years of Borrower following the Closing Date.

The Pro Forma Financial Statements and Pro Forma Data, including the pro forma EBITDA, shall be prepared on a basis consistent with the Pro Forma Financial Statements delivered to

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Administrative Agent and Lead Arrangers prior to the date hereof and shall be consistent in all material respects with the projections provided previously to Administrative Agent and Lead Arrangers.

C. No Material Adverse Change. Since December 31, 2004, no event shall have occurred and no circumstance shall exist (and neither the Lenders nor the Administrative Agent shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine (a) has, or is reasonably likely to have, a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Loan Document, or on the ability of the Borrower or Guarantors to perform their obligations to the Lenders and Administrative Agent hereunder or under any other Loan Document, or (b) has, or is reasonably likely to have, a Material Adverse Effect.

D. Material Contracts. The Administrative Agent shall have received a true and complete copy of each Material Contract (other than those that have been previously delivered to the Administrative Agent), duly certified as such and as being in full force and effect as of the Closing Date by a Responsible Officer of the Borrower.

E. Legal Opinions. The Administrative Agent shall have received, with a counterpart for each Lender, the legal opinion of Holland & Knight, LLP, counsel to the members of the Borrower Group, in form and substance reasonably satisfactory to the Lenders, dated as of the Closing Date.

F. Security Interests (Recordings and Filings). Each of the documents and instruments set forth in Schedule 4.15.A (i) shall have been delivered to the Administrative Agent for recording or filing or (ii) shall have been recorded or filed in the respective places or offices set forth in Schedule 4.15.A and, in each such case, any and all recording and filing fees with respect thereto shall have been paid, and each of the other actions set forth in Schedule 4.15.A shall have been taken.

G. Lien Searches. The Administrative Agent shall have received searches of UCC filings in the respective jurisdictions in which each member of the Borrower Group (other than the Canadian Subsidiary) is organized, the respective jurisdictions in which the chief executive offices of the Parent and the Borrower are located, and the respective jurisdictions in which any Collateral owned by any member of the Borrower Group (other than a Canadian Subsidiary) is located, and each other jurisdiction in which a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral owned by the members of the Borrower Group (other than a Canadian Subsidiary), copies of the financing statements on file in such jurisdictions and other evidence that the Administrative Agent may reasonably require to confirm that no Liens exist as of the Closing Date other than Permitted Liens.

H. No Violation of Law. The consummation of the transactions contemplated by the Loan Documents shall not violate any Legal Requirements.

I. Corporate Proceedings of the Loan Parties. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the

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Administrative Agent, of the Board of Directors, Manager or General Partner of each member of the Borrower Group that is executing any Loan Documents on the Closing Date authorizing, among other things, (i) the execution, delivery and performance of each Loan Document that it is executing, (ii) with respect to the Borrower, the Loans and Letters of Credit contemplated hereunder and (iii) the granting by it of the Liens created pursuant to the Collateral Documents to which it is a party, certified by the Secretary or Assistant Secretary of such member of the Borrower Group as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified (x) are accurate and complete and (y) are in full force and effect as of the Closing Date.

J. Incumbency Certificate of the Loan Parties. The Administrative Agent shall have received a certificate of each Loan Party that is executing any Loan Documents on the Closing Date, dated as of the Closing Date, as to the incumbency and signature of the officers of such Loan Party executing any Loan Document, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Chairman, the Chief Executive Officer, the Manager or the President and the Secretary or any Assistant Secretary of such Loan Party.

K. Corporate Documents. The Administrative Agent shall have received accurate and complete copies of the certificate or articles of incorporation, certificate of formation, by-laws and limited liability company agreements (or such other organizational and governing documents as may be in existence) of each member of the Borrower Group, certified as of the Closing Date as accurate and complete copies thereof by a Responsible Officer of each such member of the Borrower Group.

L. Good Standing Certificates. The Administrative Agent shall have received certificates of good standing, existence, foreign qualification or its equivalent with respect to the each member of the Borrower Group, each certified as of a date not more than twenty-one (21) days prior to the Closing Date by the appropriate Government Instrumentality of (i) the jurisdiction of organization and the principal place of business of such Person, and (ii) each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect.

M. Insurance. The Administrative Agent shall have received copies of insurance policies or certificates of insurance of each member of the Borrower Group (other than the Canadian Subsidiaries) evidencing insurance meeting the requirements set forth in Section 5.6 including naming the Administrative Agent as additional insured (in the case of liability insurance) or sole loss payee (in the case of hazard insurance) on behalf of the Lenders.

N. Governmental and Third-Party Consents. The Administrative Agent shall have received evidence satisfactory to the Required Lenders that each consent, authorization, clearance, notice and filing required to be made or obtained by or on behalf of any Loan Party in connection with the consummation of the transactions contemplated hereby have been made or obtained.

O. Representations and Warranties. All representations and warranties made by the Borrower and each other Loan Party in any Loan Document shall be true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates

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solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

P. No Potential Event of Default or Event of Default. No Potential Event of Default or Event of Default shall have occurred and be continuing as of the Closing Date.

Q. Closing Date Certificate. The Administrative Agent shall have received the Closing Date Certificate in the form of Exhibit C hereto, dated as of the Closing Date and duly executed by a Responsible Officer of the Borrower, stating that (i) all representations and warranties made by the Borrower in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (ii) to the best of such Responsible Officer’s knowledge, all representations and warranties made by each other Loan Party in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (iii) no Potential Event of Default or Event of Default shall have occurred and be continuing as of the Closing Date, and (iv) the Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis to include the Redemption, is less than 4.00 to 1.00.

R. Solvency Certificate. The Administrative Agent shall have received the Solvency Certificate in the form of Exhibit I hereto, dated as of the Closing Date and duly executed by the Chief Financial Officer or Treasurer of each of the Material Subsidiaries and the Parent, or of such entity’s direct or indirect manager, as the case may be, regarding the financial condition, solvency and related matters of each of the Material Subsidiaries and the Parent.

S. Loan/Letter of Credit Request. The Administrative Agent shall have received a properly completed Loan/Letter of Credit Request in accordance with Section 2.1.B or Section 2.2.B, as applicable, executed by a Responsible Officer of the Borrower.

T. Loan/Letter of Credit Certificate. The Administrative Agent shall have received a properly completed Loan/Letter of Credit Certificate executed by a Responsible Officer of the Borrower in accordance with Section 2.1.B or Section 2.2.B, as applicable, dated as of the applicable Loan Date or Letter of Credit Date.

U. Fees and Expenses. The Borrower shall have paid (or shall concurrently pay) to each of the Lenders and the Agents any and all other fees, expenses and costs relating to this Agreement, the Fee Letters, the other Loan Documents and the transactions contemplated hereby and thereby which are due and payable on the Closing Date.

V. Assumptions Regarding Sources and Uses. The assumptions relating to the proposed sources and uses of funds set forth in Schedule 1 to the term sheet dated September 6, 2005 (including indebtedness or preferred equity of the Borrower Group after giving effect to the Redemption and the Series C Preferred Share Payments) shall be acceptable to the Agents and the Lenders in their sole discretion.

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W. Redemption and Series C Preferred Share Payments Documents. The Administrative Agent, the Lead Arrangers and the Lenders shall have reviewed, and be satisfied with, the final terms and conditions and shall have received copies, certified to be true and complete, of each of the documents relating to the Redemption and the Series C Preferred Share Payments, together with all schedules, exhibits and ancillary and other support documentation relating thereto, in each case in form and substance satisfactory to the Administrative Agent, Lead Arrangers and the Lenders.

X. Closing of the Second Lien Credit Agreement and Second Lien Collateral Documents. Concurrently with the occurrence of the Effective Date, the Second Lien Credit Agreement and the other Second Lien Collateral Documents, each in form and substance reasonably satisfactory to the Administrative Agent, shall be effective and the Second Lien Administrative Agent and the lenders thereunder shall have funded the term loan facilities provided pursuant to the terms thereof.

Section 3.2. Conditions Precedent to All Loans.

The making of any Loan or the issuance of any Letter of Credit shall be subject to the fulfillment, or waiver (a) by each of the Lenders on the Effective Date of the conditions set forth in Section 3.1, and (b) by the Supermajority Lenders on the date of each Loan and the date of each issuance of a Letter of Credit after the Effective Date, of each of the following additional conditions precedent, provided that any waiver granted by the Lenders in respect of a Loan or the issuance of a Letter of Credit shall only be effective in respect of such Loan or Letter of Credit, as the case may be, and shall not, unless subsequently waived in respect of a subsequent Loan or Letter of Credit, be effective as to any subsequent Loan or Letter of Credit:

A. Representations and Warranties. All representations and warranties made by the Borrower and each other Loan Party in any Loan Document shall be true and correct in all material respects as of the applicable Loan Date or Letter of Credit Date, as the case may be (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

B. No Potential Event of Default or Event of Default. No Potential Event of Default or Event of Default shall have occurred and be continuing as of the applicable Loan Date or Letter of Credit Date, as the case may be.

C. Loan/Letter of Credit Request. The Administrative Agent shall have received a properly completed Loan/Letter of Credit Request in accordance with Section 2.1.B or Section 2.2.B, as applicable, executed by a Responsible Officer of the Borrower.

D. Loan/Letter of Credit Certificate. The Administrative Agent shall have received an accurate and complete Loan/Letter of Credit Certificate in accordance with Section 2.1.B or Section 2.2.B, as applicable, dated as of the applicable Loan Date or Letter of Credit Date, as the case may be, executed by a Responsible Officer of the Borrower which will include without limitation certification as to the amount of Cash and Cash Equivalents (not including Restricted Cash) that the Borrower Group has.

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E. Covenant Compliance. The Loan/Letter of Credit Certificate delivered by the Borrower to the Administrative Agent in connection with the requested Loan or Letter of Credit shall demonstrate in reasonable detail that, immediately before and after giving effect to the making of the applicable Loan or the issuance of the applicable Letter of Credit and the intended application of the proceeds therefrom, the Borrower Group is in pro forma compliance with each of the covenants set forth in Section 6.6, calculated based on the most recent quarterly Financial Statements delivered to the Administrative Agent pursuant to Section 5.1 on or prior to the applicable Letter of Credit Date or Loan Date.

F. Maximum Amount of Cash. With respect to any request for a Revolving Loan, after giving effect to such Loan, the Borrower Group (other than the Canadian Subsidiaries) shall have no more than $4,000,000 in Cash and Cash Equivalents (not including Restricted Cash).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and to make the Loans, and to induce the Issuing Bank to issue the Letters of Credit, the Borrower represents and warrants to the Administrative Agent, the Issuing Bank and each Lender that, on the Closing Date and on each Loan Date and each Letter of Credit Date after the Closing Date (provided that, with respect to the deemed representations and warranties herein on each Loan Date and Letter of Credit Date after the Closing Date, the representation and warranty in Sections 4.1D and 4.2C, the last sentence of Section 4.4, the first sentence of Sections 4.7 and 4.12, and Section 4.14, shall be deemed to have been updated by any information provided by the Borrower to the Administrative Agent in writing prior to such Loan Date or Letter of Credit Date which expressly refers to the Section hereof that it is updating):

Section 4.1. Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.

A. Organization and Powers. Each Loan Party is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Material Contracts to which it is a party and to carry out the transactions contemplated thereby.

B. Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in its jurisdiction of formation or organization and every other jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

C. Ownership. All of the direct and indirect Subsidiaries of the Parent are identified in Schedule 4.1.C hereto, as such Schedule 4.1.C may be amended, supplemented or otherwise modified from time to time in connection with the creation or acquisition by any Loan Party of a new Subsidiary. The Equity Interests of each of the Subsidiaries of the Parent are identified in

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Schedule 4.1.C hereto (as so amended, supplemented or otherwise modified) and such Equity Interests are duly authorized, validly issued and fully paid and nonassessable and none of such Equity Interests constitutes Margin Stock. Schedule 4.1.C hereto (as so amended, supplemented or otherwise modified ) completely and correctly sets forth the ownership of each direct and indirect Subsidiary of the Parent. Schedule 4.1.C (as so amended, supplemented or otherwise modified ) correctly identifies whether each such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary (it being understood that no Subsidiary of the Borrower or any of its direct or indirect Subsidiaries may become an Unrestricted Subsidiary after the Closing Date). As of the Closing Date, none of the Unrestricted Subsidiaries conducts any business or has any assets or Indebtedness except as listed on Schedule 4.1.C. Schedule 4.1.C (as so amended, supplemented or otherwise modified ) correctly sets forth a list of each Subsidiary that was once a Loan Party and is now a defunct entity no longer in legal existence (the “Defunct Subsidiaries”).

D. Rights to Acquire Equity Interests. There are no options, warrants, convertible securities or other rights to acquire any Equity Interests in any Loan Party except as set forth as Schedule 4.1.D, as such Schedule 4.1.D may be supplemented from time to time in connection with the creation or acquisition by any Loan Party of a new Subsidiary.

E. Conduct of Business. No member of the Borrower Group is engaged in any material respect in any business which is not a Permitted Business.

Section 4.2. Authorization of Borrowing, etc.

A. Authorization of Borrowing. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action on the part of each Loan Party that is a party thereto.

B. No Conflict. The execution, delivery and performance by each Loan Party of the Loan Documents and Material Contracts to which it is a party and the consummation of the transactions contemplated by the Loan Documents and the Material Contracts do not and will not:

(i) violate any provision of (a) any Legal Requirement applicable to such Loan Party which violation could reasonably be expected to have a Material Adverse Effect, (b) the certificate or articles of incorporation, certification of formation, by-laws or limited liability company agreements (or any other organizational or governing document) of such Loan Party or (c) any order, judgment or decree of any court or agency or Governmental Instrumentality binding on such Loan Party,

(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Loan Party which violation could reasonably be expected to have a Material Adverse Effect,

(iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other than any Liens created under any of the Loan Documents in favor of the Administrative Agent for the benefit of the Lenders), or

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(iv) require any approval of stockholders or members of any Loan Party, or any approval or consent of any Person under any Contractual Obligation of such Loan Party except for such approvals or consents which will be obtained on or before the Closing Date and which are disclosed in writing to the Administrative Agent pursuant to Section 3.1.N.

C. Governmental Consents. Except for those consents and approvals listed in Schedule 4.2 (which have been received and are in full force and effect), the execution, delivery and performance by each Loan Party of the Loan Documents to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Instrumentality.

D. Binding Obligation. The Original Credit Agreement as amended by this Third Amended and Restated Credit Agreement, and each of the other Loan Documents and Material Contracts has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable, and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, whether brought in a proceeding in equity or at law. The Pre-Effective Date Indebtedness is validly jointly and severally owed by the Borrower and each of the Guarantors to the Lenders and neither the Borrower nor any of the Guarantors has any defense, offset, counterclaim or right of recoupment with respect to the obligation of the Borrower and the Guarantors to pay such Pre-Effective Date Indebtedness.

Section 4.3. Solvency.

Both before and after giving effect to the transactions contemplated by this Agreement, each of the Material Subsidiaries and the Parent is and will be Solvent.

Section 4.4. Financial Condition.

In the case of each financial statement and accompanying information delivered by the Borrower hereunder, each such financial statement and information shall have been prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Except for obligations under the Material Contracts and the Loan Documents and as set forth on Schedule 4.4, the Borrower Group does not have any contingent obligations, unmatured liabilities, contingent liability or liability for taxes, long-term lease or forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition or prospects of the members of the Borrower Group taken as a whole.

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Section 4.5. No Material Adverse Effect.

Since December 31, 2004 no development, event or change in respect of the Borrower Group has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

Section 4.6. Title to Properties; Liens; Real Property; Accounts.

A. Title to Properties; Liens. Each member of the Borrower Group has (i) good marketable and insurable fee simple title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective material properties and assets reflected in the financial statements referred to in Section 4.4 or in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets Disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.7. Except as permitted by this Agreement, all such properties and assets are held free and clear of Liens.

B. Real Property. As of the Closing Date, Schedule 4.6 contains an accurate and complete list of (i) all material properties owned by the members of the Borrower Group and (ii) all material leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting real estate of properties owned or leased by the members of the Borrower Group regardless of whether the relevant member of the Borrower Group is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.

C. Accounts. As of the Closing Date, Schedule 4.6 contains an accurate and complete list of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each member of the Borrower Group, together with a description thereof (i.e., the bank or broker dealer at which such deposit or other account is maintained and the account number and the purpose thereof).

Section 4.7. Litigation; Adverse Facts.

Except as set forth in Schedule 4.7, there are no actions, suits, proceedings, arbitrations or governmental investigations at law or in equity, or before or by any arbitrator or Governmental Instrumentality, domestic or foreign (including any Environmental Claims) that are, to the knowledge of the Borrower, pending or threatened against or affecting any Loan Party or any property of any Loan Party, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. No Loan Party (i) is in violation of any applicable Legal Requirement (including Environmental Laws) or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect.

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Section 4.8. Payment of Taxes.

All tax returns and reports of each Loan Party required to be filed by any such Person have been timely filed, and all taxes required to be paid with respect to such tax returns to be due and payable and all material assessments, fees and other governmental charges upon each Loan Party and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable other than any of the foregoing (i) that is being actively contested by such Person in good faith and by appropriate proceedings or (ii) which could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against any Loan Party which could reasonably be expected to have a Material Adverse Effect that is not being actively contested by such Person in good faith and by appropriate proceedings and for which reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall not have been made or provided therefor.

Section 4.9. Performance of Agreements; Material Contracts.

A. Except as set forth on Schedule 4.9, no Loan Party is in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any of its Material Contracts and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default, or that would permit the counterparty to any Material Contract to terminate the Material Contract to which it is a party. Except as set forth on Schedule 4.9, no Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its contracts and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default, which, taken as a whole, would have a Material Adverse Effect.

B. Schedule 4.9 contains an accurate and complete list of all the Material Contracts in effect on the Closing Date. Except as described on Schedule 4.9, such Material Contracts are in full force and effect and no defaults currently exist thereunder.

Section 4.10. Governmental Regulation.

No Loan Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act, nor is an “investment company” as defined in the Investment Company Act of 1940, or subject to regulation under the Investment Company Act of 1940, or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Section 4.11. Securities Activities.

The Borrower is not engaged nor will it engage in the business of extending credit for the purpose of “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations T, U and X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No portion of the proceeds of any Loan made or Letter of Credit issued under this Agreement will be used for “buying” or “carrying” any “margin stock” as so defined or for any purpose which violates the provisions of the Regulations of such Board of Governors.

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Section 4.12. Labor Matters.

Except as disclosed and described in Schedule 4.12, there are no collective bargaining agreements or Multiemployer Plans covering the employees of a Loan Party as of the Closing Date. No Loan Party is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is no strike, labor dispute, union organizing activity, slowdown or stoppage pending or, to the best knowledge of the Borrower, threatened against any Loan Party which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 4.13. Certain Fees.

Except as set forth as Schedule 4.13, no broker’s or finder’s fee or commission will be payable with respect to this Agreement or any of the transactions contemplated hereby (other than fees payable to the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Lenders), and the Borrower hereby indemnifies the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Lenders against, and agrees that it will hold each of the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Lenders harmless from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

Section 4.14. Environmental Protection.

Except as set forth in Schedule 4.14 hereto:

(i) no Loan Party nor any site or operation of any Loan Party is subject to any outstanding written order or consent decree with any Government Instrumentality or outstanding settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim or (c) any Hazardous Materials Activity;

(ii) no Loan Party has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;

(iii) there are and, to the Borrower’s knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities on any site, location or operation, which could reasonably be expected to form the basis of a material Environmental Claim against any Loan Party; and

(iv) no Loan Party nor, to the Borrower’s knowledge, any predecessor of any Loan Party has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any site or operation of any Loan Party, and no Loan Party’s operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent.

Notwithstanding anything in this Section 4.14 to the contrary, no facts or circumstances exist and no event or condition is occurring or, to the Borrower’s knowledge has occurred, with

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respect to any Loan Party relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any matter disclosed on Schedule 4.14 hereto or any Loan Party’s compliance with all current or reasonably foreseeable future requirements of Environmental Law, that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Section 4.15. Matters Relating to Collateral.

A. Creation, Perfection and Priority of Liens.

(i) As of the date that each of the Collateral Documents has been executed and delivered on or before the Closing Date, the execution and delivery of such Collateral Document by the Loan Parties, together with the actions taken on or prior to the date hereof set forth in Schedule 4.15.A, are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, as security for the Obligations, a valid and perfected First Priority Lien on all of the Collateral described therein (other than (x) real property on which no mortgage has been granted, (y) deposit accounts that are not required to be Blocked Accounts pursuant to Section 5.11.A(ii) and, (z) to the extent that no Liens have been nor will be granted by the Canadian Subsidiaries on assets owned by the Canadian Subsidiaries, such assets owned by the Canadian Subsidiaries).

(ii) After the Closing Date (or such later date, as applicable), the execution and delivery of the Collateral Documents by the Loan Parties, together with the actions taken on or prior to such date set forth in Schedule 4.15.A or Section 5.11, are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, as security for the Obligations, a valid and perfected First Priority Lien on all of the Collateral described therein (other than (x) real property on which no mortgage has been granted, (y) deposit accounts that are not required to be Blocked Accounts pursuant to Section 5.11.A(ii) and, (z) to the extent that no Liens have been nor will be granted by the Canadian Subsidiaries on assets owned by the Canadian Subsidiaries, such assets owned by the Canadian Subsidiaries).

(iii) All filings and other actions necessary to perfect and maintain the perfection and priority status of the Liens purported to be afforded by the Collateral Documents (other than Liens on real property on which no mortgage has been granted and as described more fully in Schedule 4.9) have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to the Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Administrative Agent.

B. Governmental Actions. No authorization, approval or other action by, and no notice to or filing with, any Governmental Instrumentality is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or

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created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings set forth in Schedule 4.15.A.

C. Absence of Third-Party Filings. Except such as may have been (i) filed in favor of the Administrative Agent as contemplated by Section 4.15.A or (ii) filed to perfect a Lien permitted under Section 6.2, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office.

D. Filing Location. As of the Closing Date, the “chief executive office,” “major executive office,” “principal place of business” and jurisdiction of formation of each member of the Borrower Group are set forth in Schedule 4.15.D.

E. Information Regarding Collateral. All information supplied to the Administrative Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Section 4.16. Immunity.

No Loan Party is entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in any proceeding in any jurisdiction in connection with any of the Loan Documents to which it is a party.

Section 4.17. Additional Matters.

A. Disclosure. The written factual information furnished by (or based on written information furnished by) the members of the Borrower Group to the Lenders in connection with the negotiation of this Agreement (excluding any financial projections and other estimates or views of future circumstances), taken as a whole, does not contain, as of the Closing Date, any untrue statements of material fact and does not omit to state, as of the Closing Date, any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading (unless superseded or corrected and disclosed in writing to the Administrative Agent prior to the Closing Date). Any additional information provided to the Lenders by the members of the Borrower Group will be true and correct in all material respects. The Projections delivered to the Administrative Agent were prepared in good faith and were based on assumptions which were reasonable at the time prepared. The updated Projections, when delivered in accordance with Section 5.3, shall have been, as of the date delivered to the Administrative Agent in accordance with the terms hereof, prepared by the Borrower in good faith and shall have been based on assumptions which were reasonable at the time prepared.

B. Licenses and Permits. Each Loan Party has obtained and holds in full force and effect, free from burdensome restrictions, all Governmental Actions, franchises, leases, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of its business as presently conducted, except where the failure to obtain such rights and approvals, individually and in the aggregate, could not be reasonably expected to have a Material Adverse Effect. No Loan Party is in violation of the terms or conditions of any such

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Governmental Action, franchise, lease, qualification, easement, right of way, right or approval, which violation could reasonably be expected to have a Material Adverse Effect.

C. Intellectual Property. Each Loan Party has obtained and holds in full force and effect the Intellectual Property, free from burdensome restrictions, which is necessary for the operation of its business as presently conducted except for that Intellectual Property which the failure to own or license could not reasonably be expected to have a Material Adverse Effect. No product, process, method, substance, part or other material presently sold or employed by any Loan Party in connection with such business infringes any Intellectual Property owned by any other Person, except as could not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the material Intellectual Property owned or used by any Loan Party as of the Closing Date is set forth in Schedule 4.17. Upon the recordation or filing of the applicable Loan Documents, all material Intellectual Property owned, licensed or used by any Loan Party, other than Intellectual Property that is in the public domain and Intellectual Property with respect to which a Loan Party has a license the enforceable terms of which would prohibit the granting of a Lien by such Loan Party, is or will be subject to a First Priority Lien in favor of the Administrative Agent, for the benefit of the Secured Parties.

Section 4.18. Pro Forma Leverage Ratio on Closing Date.

The Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis based on the financial statements most recently delivered to the Administrative Agent to include the applicable financial information with respect to the Redemption and the Series C Preferred Share Payments, is less than 4.00 to 1.00.

ARTICLE V.

BORROWER’S AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment and performance in full of all of the Loans and other Obligations, such Person shall perform, and shall cause each member of the Borrower Group (including without limitation, pursuant to the definition of Borrower Group, the Canadian Subsidiaries) to perform, all covenants set forth in this Article V.

Section 5.1. Financial Statements and Other Reports.

The Borrower shall, and shall cause each member of the Borrower Group to, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Borrower shall deliver to the Administrative Agent, with a copy for each Lender, the following:

(i) Monthly Financials: as soon as available and in any event within 25 days after the end of each month, the monthly financial statements of the Borrower Group, for the prior month prepared by the Borrower for its internal purposes.

(ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of the Borrower Group, as at the end of such Fiscal Quarter

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and the related consolidated statements of income and cash flows of the applicable entities for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures from the Projections for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer or treasurer of the applicable entities, on behalf of the Borrower Group, that they fairly present, in all material respects, the financial condition of the applicable entities as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

(iii) Year-End Financials: as soon as available and in any event 90 days after the end of each such Fiscal Year,

(a) the consolidated balance sheets of the Borrower Group, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ or members’ equity and cash flows of the applicable entities for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Projections for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or treasurer of the Parent on behalf of the Borrower Group, that they fairly present, in all material respects, the financial condition of the entities included in such financial statements as at the dates indicated and the results of their operations and their cash flows for the periods indicated; and

(b) in the case of consolidated financial statements of the Borrower Group (and, if audited statements of any other group of entities that are included in the Borrower Group, those statements as well) specified in paragraph (a) above, a report thereon of PriceWaterhouse Coopers LLP or of any other of the so-called “Big 4” independent certified public accounting firms, which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the entities included in such financial statements, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(iv) Officers’ and Compliance Certificates: together with each delivery of financial statements pursuant to paragraphs (ii) and (iii) above:

(a) an Officer’s Certificate executed by the chief financial officer or treasurer of the applicable entities stating, on behalf of the Borrower Group, that after due inquiry, to such officer’s knowledge, there was not in existence during

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or at the end of such accounting period, and there is not in existence as at the date of such Officer’s Certificate, any condition or event that constitutes an Event of Default or a Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and

(b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Article V and Article VI;

(v) Reconciliation Statements: if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in Section 4.4, any of the financial statements delivered pursuant to paragraph (ii) or (iii) of this Section 5.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such paragraphs had no such change in accounting principles and policies been made, then:

(a) together with the first delivery of financial statements pursuant to paragraph (ii) or (iii) of this Section 5.1 following such change, financial statements of the applicable group of entities for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and

(b) together with each delivery of financial statements pursuant to paragraph (ii) or (iii) of this Section 5.1 following such change, a written statement of the chief financial officer or treasurer of the Parent setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in Section 6.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

(vi) Accountants’ Certification: together with each delivery of consolidated financial statements pursuant to paragraph (iii) above, a written statement by the independent certified public accountants giving the report thereon:

(a) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters,

(b) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and

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(c) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to clause (b) of paragraph (v) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of paragraph (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

(vii) Accountants’ Reports: promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all reports or “management letters” submitted to any member of the Borrower Group by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower Group made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit;

(viii) SEC Filings, Press Releases and Other Financial Reports: promptly upon its becoming available, if ever, copies of:

(a) all financial statements, reports, notices and proxy statements sent or made available generally by any Loan Party to their security holders,

(b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by any Loan Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority and

(c) all press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the members of the Borrower Group;

(ix) Events of Default, Etc.: promptly upon any Responsible Officer of the Borrower obtaining knowledge:

(a) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default,

(b) of (x) the receipt by a member of the Borrower Group of written notice that a default has occurred under any Colocation Lease or any other Material Contract, or (y) the existence of a default under one or more Colocation Leases and/or other Material Contracts which, taken individually or together, could have a Material Adverse Effect, in each case, within five Business Days of the event or circumstance referred to in clause (x) or (y), as applicable,

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(c) that any Person has given any notice to any member of the Borrower Group or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.11,

(d) any change in the certifying accountant of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission) or of any director of the Borrower resigning or declining to stand for re-election because of a disagreement with a member of the Borrower Group on any matter relating to the operations, policies or practices of any member of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission), or

(e) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;

(x) Litigation or Other Proceedings: promptly upon any Responsible Officer of the Borrower obtaining knowledge of (1) the institution of, or written threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any member of the Borrower Group, or any property of a member of the Borrower Group (collectively, “Proceedings”) not previously disclosed in writing by the Borrower to the Lenders or (2) any development in any Proceeding that, in any case:

(a) if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(b) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or

(c) if adversely determined, could materially adversely impact the ability of the Borrower Group to achieve the most recent Projections delivered to the Administrative Agent,

written notice thereof together with such other information as may be reasonably requested by the Administrative Agent to enable the Lenders and their counsel to evaluate such matters;

(xi) ERISA Events: promptly upon becoming aware of the occurrence of or forthcoming occurrence of any event in connection with an Employee Benefit Plan or Multiemployer Plan which has had or could reasonably be expected to have a Material

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Adverse Effect, a written notice specifying the nature of such event, what action the Borrower or any of its respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;

(xii) Insurance: as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance reasonably satisfactory to the Administrative Agent outlining all insurance coverage maintained as of the date of such report by the Borrower Group and all insurance coverage planned to be maintained by the Borrower Group in the immediately succeeding Fiscal Year;

(xiii) New Subsidiaries: promptly upon any Person becoming a Subsidiary of Parent, a written notice setting forth with respect to such Person:

(a) the date on which such Person became a Subsidiary of Parent, and

(b) all of the data required to be set forth in Schedule 4.1.C hereto with respect to all Subsidiaries of Parent (it being understood that such written notice shall be deemed to supplement Schedule 4.1.C hereto for all purposes of this Agreement); and

(xiv) Other Information: with reasonable promptness, such other information and data regarding the business, properties or financial condition of, or compliance with the terms and conditions of the Loan Documents by, any member of the Borrower Group, including, without limitation any financial statement or other report in respect of the Canadian Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent or any Lender.

Section 5.2. Performance of Obligations; Conduct of Business.

The Borrower shall, and shall cause each member of the Borrower Group to, perform in all material respects all of its obligations under the terms of all Material Contracts to which it is a party or by which it is bound, provided, that any such Loan Party shall not be obligated to perform any such obligation if such obligation or the nature of such performance is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, or if such obligation arises in connection with a lease that is being terminated or cancelled prior to its stated expiration date if the Borrower is in compliance with Section 6.19 hereof. The Borrower shall, and shall cause each member of the Borrower Group to, operate and maintain its business in an efficient and business-like manner in accordance with good industry practice.

Section 5.3. Projections.

Within 30 days after the end of each Fiscal Year, the Borrower shall deliver a copy of updated Projections covering the period ending on the Term Loan B Maturity Date to the Administrative Agent. In addition, the Borrower shall promptly notify the Administrative Agent of any material change to the then current Projections.

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Section 5.4. Existence.

The Borrower shall, and shall cause each member of the Borrower Group to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and take all reasonable action to maintain all rights, licenses, privileges and franchises necessary in the normal conduct of its business; provided that the foregoing shall not prohibit (a) any merger, consolidation, liquidation or dissolution permitted under Section 6.7, (b) any merger of members of the Borrower Group (other than a merger of a Person organized in the United States with a Person organized outside of the United States) as to which at least ten (10) days prior written notice is given to the Administrative Agent, (c) any dissolution of any member of the Borrower Group in connection with the closure of (i) any facility related to such member that is identified in Schedule 1.1.A as closing and (ii) any facility related to such member the lease for which is the subject of any litigation referred to on Schedule 4.7, or (d) the dissolution of a Subsidiary of the Borrower which has no assets or liabilities, is not a party to any contract, and conducts no business.

Section 5.5. Payment of Obligations.

The Borrower shall, and shall cause each member of the Borrower Group to, pay at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, including all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or if it is owed under a lease that is being terminated or cancelled prior to its stated expiration date if the Borrower is in compliance with Section 6.19 hereof.

Section 5.6. Maintenance of Properties; Insurance.

A. Maintenance of Properties. The Borrower shall, and shall cause each member of the Borrower Group to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties of the members of the Borrower Group and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof except to the extent that such member of the Borrower Group, determines in good faith not to maintain, repair, renew or replace such property if such property is no longer desirable in respect of the business of such member of the Borrower Group and the failure to do so is not disadvantageous in any material respect to the members of the Borrower Group, taken as a whole.

B. Insurance. The Borrower shall, and shall cause each member of the Borrower Group to, at all times maintain, with financially sound and reputable insurers, in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty

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insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice or as otherwise required by the Collateral Documents. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to each such insurance providing coverage in respect of any Collateral, and, each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent 30 days prior written notice before any such policy or policies shall be materially altered or canceled, and that no act or default of any Loan Party or any other Person shall affect the rights of the Administrative Agent or the Lenders under such policy or policies. The present insurance coverage of the Loan Parties is outlined as to carrier, policy number, expiration date, type and amount on Schedule 5.6.

Section 5.7. Inspection; Lender Meeting.

A. Inspection Rights. The Borrower shall, and shall cause each member of the Borrower Group to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Upon reasonable notice, during normal business hours and at the sole expense of the Lenders (or, if a Potential Event of Default or an Event of Default exists, at any time (during normal business hours) and at the sole expense of the Borrower), the Borrower shall, and shall cause each member of the Borrower Group to, permit representatives appointed by the Administrative Agent, including independent accountants, agents, representatives of Lenders, attorneys, and appraisers, to visit and inspect its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or Lenders and to discuss all such matters with the officers, employees and representatives of such members of the Borrower Group, provided that the foregoing rights shall be subject to the confidentiality provisions set forth in Section 9.24.

B. Lenders Meeting. The Borrower shall, upon the request of the Administrative Agent or the Required Lenders from time to time, participate in meetings of the Administrative Agent and the Lenders to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such times as may be reasonably agreed to by the Borrower and the Administrative Agent.

Section 5.8. Compliance with Laws; Governmental Actions and Rights of Way.

A. Legal Requirements. The Borrower shall, and shall cause each member of the Borrower Group to, comply in all material respects with all applicable Legal Requirements (including all Environmental Laws, United States export laws and regulations, and the Foreign Corrupt Practices Act of the United States, if applicable) except, in each case, where the failure to comply with such Legal Requirement would not have a Material Adverse Effect.

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B. Governmental Actions; Rights of Way. The Borrower shall, and shall cause each member of the Borrower Group to, from time to time (i) file for and obtain all Governmental Actions and private party rights of way, franchises, licenses, consents and approvals as shall now or hereafter be necessary in the conduct of the business of the Borrower Group or the execution, validity, legality or enforceability of the Loan Documents, and (ii) maintain, retain, observe, keep in full force and effect and comply in all material respects with the terms, conditions and provisions of all Governmental Actions as shall now or hereafter be necessary under applicable laws except, in each case, where the failure to comply with the foregoing would not have a Material Adverse Effect.

Section 5.9. Environmental Matters.

A. Environmental Review and Investigation. The Borrower agrees that the Administrative Agent may, following the occurrence of any event or the discovery of any condition that the Administrative Agent or the Required Lenders reasonably believes has caused (or could reasonably be expected to cause) the representations and warranties set forth in Section 4.14 to be untrue in any respect that may result in a Material Adverse Effect:

(i) review, any environmental audits, investigations, analyses and reports (“Environmental Reports”) relating to Hazardous Materials in respect of any site or operation prepared by or for the Borrower by an independent professional consultant retained at the Borrower’s expense, and

(ii) if reasonably determined to be necessary following review of any Environmental Reports provided by the Borrower, conduct its own investigation of any site or operation and as to the compliance by any member of the Borrower Group with the representations and warranties set forth in Section 4.14.

For purposes of conducting such a review and/or investigation, the Borrower hereby grants to the Administrative Agent and its agents, employees, consultants and contractors the right (subject to the approval of any other Person from whom the Borrower Group is legally obligated to obtain permission or consent prior to granting access at such sites or operations) to enter into or onto any portion of any site or operation then owned, leased, operated or used by any member of the Borrower Group and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any portion of any site or operation shall be conducted, unless otherwise agreed to by the Borrower and the Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such portion of any site or operation and all reasonable efforts shall be used not to cause any damage or loss to any property at such portion of the applicable site or operation. The Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this Section 5.9 will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Loans and to protect the Lenders’ security interests created by the Collateral Documents. The Administrative Agent agrees to deliver a copy of any such report to the Borrower with the understanding that the Borrower acknowledges and agrees that (x) the Borrower will indemnify

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and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to the Borrower’s use of or reliance on such report, (y) neither the Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to the Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

B. Environmental Disclosure. The Borrower shall deliver to the Administrative Agent and the Lenders:

(i) Environmental Audits and Reports. As soon as practicable following receipt thereof, final copies (or the latest draft thereof if no final version is being prepared) of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of any member of the Borrower Group or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any portion of any site or operation or with respect to any Environmental Claims;

(ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon the discovery thereof by any member of the Borrower Group, written notice describing in reasonable detail (a) any Release relating to or affecting the sites or operations of any member of the Borrower Group required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (b) any remedial action taken by the Borrower or any other Person in response to (1) any Hazardous Materials Activities relating to or affecting the sites or operations of any member of the Borrower Group the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims relating to or affecting the sites or operations of any member of the Borrower Group that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect;

(iii) Written Communications Regarding Environmental Claims, Releases, Etc. As soon as practicable following the sending or receipt thereof by any member of the Borrower Group, a copy of any and all written communications with respect to (a) any Environmental Claims relating to or affecting the sites or operations of any member of the Borrower Group that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (b) any Release relating to or affecting the sites or operations of any member of the Borrower Group required to be reported to any federal, state or local governmental or regulatory agency, and (c) any request for information from any governmental agency that suggests such agency is investigating whether any member of the Borrower Group may be potentially responsible for any Hazardous Materials Activity;

(iv) Notice of Certain Proposed Actions Having Environmental Impact. Prompt written notice describing in reasonable detail (a) any proposed acquisition of Securities, assets, or property by any member of the Borrower Group that could reasonably be expected to (1) expose any member of the Borrower Group to, or result in,

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Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (2) affect the ability of any member of the Borrower Group to maintain in full force and effect all material Governmental Actions required under any Environmental Laws for their respective operations and (b) any proposed action to be taken by any member of the Borrower Group to modify current operations in a manner that could reasonably be expected to subject any member of the Borrower Group to any material additional obligations or requirements under any Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Written notice received 30 days prior to any such event shall be presumed to be prompt for purposes of this Section 5.9.B, provided, however, that such presumption shall not constitute a waiver of Borrower’s obligation to give notice at an earlier date where necessary to afford the Administrative Agent and the Lenders a reasonable opportunity to evaluate the proposed action and to take adequate measures to protect the Lenders’ security interests created by the Collateral Documents; and

(v) Other Information. With reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9.

C. The Borrower’s Actions Regarding Hazardous Materials Activities, Environmental Claims and Violations of Environmental Laws.

(i) Remedial Actions Relating to Hazardous Materials Activities. The Borrower shall, and shall cause each member of the Borrower Group to, promptly undertake, any and all investigations, studies, sampling, testing, abatement, clean-up, removal, remediation or other response actions necessary to remove, remediate, clean up or abate any Hazardous Materials Activity on, under or about any portion of any site or property of any member of the Borrower Group that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim except when, and only to the extent that, the liability of such member of the Borrower Group with respect to such Hazardous Materials Activity, violation of Environmental Law or Environmental Claim is being contested in good faith by such member of the Borrower Group. In the event and to the extent that any member of the Borrower Group undertakes any such action with respect to any Hazardous Materials, such member of the Borrower Group shall conduct and complete such action in compliance with all applicable Environmental Laws and in accordance with the orders and legally enforceable directives of all federal, state and local governmental authorities.

(ii) Actions with Respect to Environmental Claims and Violations of Environmental Laws. The Borrower shall, and shall cause each member of the Borrower Group to, promptly take any and all actions necessary to (i) cure any material violation of applicable Environmental Laws caused by any member of the Borrower Group and (ii) make an appropriate response to any Environmental Claim against any member of the Borrower Group and, unless the liability of such member of the Borrower Group as alleged in the Environmental Claim is being contested in good faith, discharge any obligations it may have to any Person thereunder.

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Section 5.10. Payment of Liens.

A. Removal by the Borrower. In the event that, notwithstanding the covenants contained in Section 6.2, a Lien not otherwise permitted under Section 6.2 may encumber the Collateral or any portion thereof, the Borrower shall promptly discharge or cause to be discharged by payment to the lien holder or lien claimant or promptly secure removal by bonding or deposit with the county clerk or otherwise; provided that, compliance with the provisions of this Section 5.10 shall not be deemed to constitute a waiver of the provisions of Section 6.2. The Borrower shall exhibit to the Administrative Agent upon request all receipts or other satisfactory evidence of payment, bonding, deposit of taxes, assessments, Liens or any other item which may cause any such Lien to be filed against the Collateral or any portion thereof of the Borrower Group. The Borrower shall, and shall cause each member of the Borrower Group to, fully preserve the Lien and the priority of each of the Collateral Documents without cost or expense to the Administrative Agent or the Lenders.

B. Removal by the Agent. If any member of the Borrower Group fails to promptly discharge, remove or bond off any such Lien or mechanics’ or materialmen’s claim of lien as described above, which is not being contested by any member of the Borrower Group in good faith by appropriate proceedings promptly instituted and diligently conducted, within 30 days after the receipt by such member of the Borrower Group of notice thereof, then the Administrative Agent may, but shall not be required to, procure the release and discharge of such Lien, mechanics’ or materialmen’s claim of lien and any judgment or decree thereon, and in furtherance thereof may, in its sole discretion, effect any settlement or compromise with the lien holder or lien claimant or post any bond or furnish any security or indemnity as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of any Liens under this subsection, the Administrative Agent shall not be required to establish or confirm the validity or amount of the Lien. The Borrower agrees that all costs and expenses expended or otherwise incurred pursuant to this Section 5.10 (including reasonable attorneys’ fees and disbursements) by the Administrative Agent shall be paid by the Borrower in accordance with the terms hereof.

Section 5.11. Additional Actions Related to Collateral.

A. Accounts. If any member of the Borrower Group (other than a Canadian Subsidiary) is holder of, opens, creates or acquires an Account or a deposit account, or any Canadian Subsidiary is holder of, opens, creates or acquires an Account or a deposit account maintained in the United States, then the Borrower shall, and shall cause each member of the Borrower Group that may have opened, created or acquired such Account or deposit account to, in each case, at the Borrower’s expense:

(i) within ten Business Days of the date of the opening, creation or acquisition of any Account, duly execute and deliver to the Administrative Agent, each Security Agreement or Control Agreement (or amendment thereto) and take such other actions which, in each case, are necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent on behalf of the Secured Parties a First Priority Lien on such Account; and

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(ii) within ten Business Days of the date of the opening, creation or acquisition of any deposit account, duly execute and deliver to the Administrative Agent a Blocked Account Agreement with respect to such deposit account and take such other actions which, in each case, are necessary or advisable in the reasonable opinion of the Administrative Agent with respect thereto, and neither Borrower nor any other member of the Borrower Group (other than a Canadian Subsidiary, unless such Canadian Subsidiary is the holder, opens, creates or acquires an Account or a deposit account maintained in the United States) may maintain any deposit account except a Blocked Account, except that the any member of the Borrower Group may maintain at any one time up to $4,000,000 (or such greater amount as may be consented to in writing by the Administrative Agent from time to time) in the aggregate (i.e. for the Borrower Group (other than a Canadian Subsidiary, unless such Canadian Subsidiary is the holder, opens, creates or acquires an Account or a deposit account maintained in the United States) in the aggregate) in deposit accounts which are not Blocked Accounts and as to which no Blocked Account Agreement shall be required so long as the amounts in such deposit accounts never exceed such $4,000,000 (or such greater amount as may be consented to by the Administrative Agent) and the balance of such deposit accounts (a) does not exceed an average daily balance in any month in excess of $1,000,000 in any individual account and (b) does not exceed an average daily balance in any month in excess of $3,000,000 for all such accounts in the aggregate;

B. Acquisition and Creation of Equity Interests of Subsidiaries. The Borrower shall not, and shall not permit any member of the Borrower Group to, acquire, issue or create any Equity Interests in any Person that constitutes a Restricted Subsidiary unless:

(i) the creation or acquisition of such new Subsidiary could not reasonably be expected to have a Material Adverse Effect;

(ii) such new Restricted Subsidiary (other than the Canadian Subsidiaries) shall be or become a party to a Guaranty Agreement;

(iii) the applicable member of the Borrower Group (other than a Canadian Subsidiary; but, in the case of the Equity Interests in a Canadian Subsidiary, any other entity organized in the United States which owns any Equity Interests in such Canadian Subsidiary) shall pledge, have pledged or cause or have caused to be pledged to the Administrative Agent (A) all of the outstanding shares of Equity Interests or other Equity Interests of such new Restricted Subsidiary owned directly or indirectly by it (or, the case of the Equity Interests of a Canadian Subsidiary of which any Equity Interests are owned by an entity organized in the United States, sixty-five percent (65%) of the Equity Interests of the Canadian Subsidiary), or (B) to the extent that the Administrative Agent, acting on behalf of the Secured Parties does not already have a First Priority Lien thereon, such newly issued Equity Interests of such Restricted Subsidiary, in each case, along with undated stock powers for such certificates, executed in blank (or, if any such shares of Equity Interests are uncertificated, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been perfected by the Administrative Agent in accordance with Article 8 of the UCC or any similar law which may be applicable); in order to effect the foregoing, the Borrower (or

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any member of the Borrower Group (other than a Canadian Subsidiary; but, in the case of the Equity Interests in a Canadian Subsidiary, any other entity organized in the United States which owns any Equity Interests in such Canadian Subsidiary) which is the direct owner of such new Restricted Subsidiary) shall either enter into a Pledge Agreement or, if it has already entered into such a Pledge Agreement, amend such pledge agreement in order to identify the Equity Interests and other related collateral in respect of such new Restricted Subsidiary or newly issued Equity Interests, and, in the case of a Restricted Subsidiary incorporated or otherwise existing pursuant to the laws of any jurisdiction other than the United States or any political subdivision thereof, shall enter into a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent;

(iv) the Borrower shall, and shall cause the new Restricted Subsidiary (other than the Canadian Subsidiaries) to, take such other actions (including entering into a Security Agreement, Pledge Agreement, Control Agreement or Blocked Account Agreement) as are necessary or advisable in the reasonable opinion of the Administrative Agent in order to grant to the Administrative Agent, acting on behalf of the Secured Parties, a First Priority Lien on all Equity Interests in such Subsidiary and all Property of such Subsidiary in existence as of such date and in all after acquired Property of such Subsidiary in which First Priority Liens are required to be granted pursuant to this Agreement;

(v) (A) with respect to any Restricted Subsidiary holding assets having an aggregate net fair market value in excess of $1,000,000, then concurrently with the execution and delivery of each Guaranty Agreement, Security Agreement, Control Agreement, Pledge Agreement or other document referred to above, or (B) upon such Restricted Subsidiary’s acquisition of assets having an aggregate fair market value of at least $1,000,000, the Administrative Agent shall have received such favorable opinions of legal counsel for the applicable member of the Borrower Group relating to each of the matters identified in clauses (ii), (iii), and (iv) above, in form and substance reasonably satisfactory to the Administrative Agent; and

(vi) the Administrative Agent shall have received (a) certified copies of such new Restricted Subsidiary’s certificate or articles of incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business, each to be dated a recent date prior to their delivery to the Administrative Agent, (b) a copy of such new Restricted Subsidiary’s by-laws (or other operating agreement or governing document), certified by its corporate secretary or an assistant secretary as of a recent date prior to their delivery to the Administrative Agent and, (c) a certificate executed by the secretary or an assistant secretary of such new Restricted Subsidiary certifying as to (1) the fact that the attached resolutions of the Board of Directors or other governing body of such new Restricted Subsidiary approving and authorizing the execution, delivery and performance of any Loan Documents to which it is a party are in full force and effect and have not been modified or amended and (2) the incumbency and signatures of the officers of such new Restricted Subsidiary executing any Loan Documents.

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Section 5.12. Further Assurances.

A. Assurances. Without expense or cost to the Administrative Agent or the Lenders, the Borrower shall, and shall cause each member of the Borrower Group to, from time to time hereafter, execute, acknowledge, file, record, do and deliver all and any further acts, deeds, conveyances, mortgages, deeds of trust, deeds to secure debt, security agreements, hypothecations, pledges, charges, assignments, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent may from time to time reasonably require in order to carry out more effectively the purposes of this Agreement or the other Loan Documents, including to subject any items of Collateral, intended to now or hereafter be covered, to the Liens created by the Collateral Documents, to perfect and maintain such Liens, and to assure, convey, assign, transfer and confirm unto the Administrative Agent the property and rights hereby conveyed and assigned or intended to now or hereafter be conveyed or assigned or which any member of the Borrower Group may be or may hereafter become bound to convey or to assign to the Administrative Agent or for carrying out the intention of or facilitating the performance of the terms of this Agreement or any other Loan Document or for filing, registering or recording this Agreement or any other Loan Document. Promptly upon a reasonable request, the Borrower shall, and shall cause each member of the Borrower Group (other than the Canadian Subsidiaries, except in respect of (i) the Equity Interests in a Canadian Subsidiary owned by any member of the Borrower Group which is organized in the United States and (ii) Accounts and deposit accounts subject to Section 5.11 hereof) to, execute and deliver, and hereby authorizes the Administrative Agent to execute and file in the name of such member of the Borrower Group, to the extent the Administrative Agent may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments to evidence more effectively the Liens of the Collateral Documents upon the Collateral.

B. Filing and Recording Obligations. The Borrower shall pay or cause to be paid all filing, registration and recording fees and all expenses incident to the execution and acknowledgment of a deed of trust, leasehold of deed of trust, mortgage, leasehold mortgage, or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, and shall pay or cause to be paid all mortgage recording taxes, transfer taxes, general intangibles taxes and governmental stamp and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution, delivery, filing, recording or registration of any Collateral Document or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, or by reason of its interest in, or measured by amounts payable under, the Notes, any Collateral Document or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, and shall pay all stamp taxes and other taxes required to be paid on the Notes or any other Loan Document, but excluding in the case of each Lender and the Administrative Agent, Taxes imposed on its income by a jurisdiction under the laws of which it is organized or in which its principal executive office is located or in which its applicable lending office for funding or booking its Loans hereunder is located. If the Borrower fails to make or cause to be made any of the payments described in the preceding sentence within 15 days after notice thereof from the Administrative Agent (or such shorter period as is necessary to protect the loss of or diminution in value of any Collateral by reason of tax foreclosure or otherwise, as determined by the Administrative Agent in its sole discretion) accompanied by documentation verifying the nature and amount of such payments,

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the Administrative Agent may (but shall not be obligated to) pay the amount due and the Borrower shall reimburse all amounts in accordance with the terms hereof.

C. Costs of Defending and Upholding the Lien. The Administrative Agent may, upon at least five days’ prior notice to the Borrower, (i) appear in and defend any action or proceeding, in the name and on behalf of the Administrative Agent or the Lenders, in which the Administrative Agent or any Lender is named or which the Administrative Agent in its sole discretion determines is reasonably likely to materially adversely affect the Collateral, any Collateral Document, the Lien thereof or any other Loan Document and (ii) institute any action or proceeding which the Administrative Agent reasonably determines should be instituted to protect the interest or rights of the Administrative Agent and the Lenders in the Collateral or under this Agreement, the Collateral Documents or any other Loan Document. The Borrower agrees that all reasonable costs and expenses expended or otherwise incurred pursuant to this subsection (including reasonable attorneys’ fees and disbursements) by the Administrative Agent shall be paid by the Borrower or reimbursed by the Borrower to the Administrative Agent promptly after demand.

D. Costs of Enforcement. The Borrower agrees to bear and shall pay or reimburse the Secured Parties in accordance with the terms of Section 9.2 for all reasonable sums, costs and expenses incurred by the Secured Parties (including reasonable attorneys’ fees and the expenses and fees of any receiver or similar official) of or incidental to the collection of any of the Obligations, any foreclosure (or transfer in lieu of foreclosure) of this Agreement, any Collateral Document or any other Loan Document or any sale of all or any portion of the Collateral.

Section 5.13. Use of Proceeds.

A. The proceeds of the Loans hereunder shall be used solely as follows: (1) the Revolving Loans shall be used for working capital and other general corporate purposes, including Transaction Costs; and (2) the Term Loans shall be used (x) to fund a dividend on the Closing Date to Parent to pay the Redemption and the Series C Preferred Share Payments on the Effective Date for to the extent that such Redemption and Series C Preferred Share Payments have not been paid from the proceeds of the Second Lien Credit Agreement, (y) to refinance the outstanding indebtedness owed by the Borrower under the Original Credit Agreement, and (z) for working capital and other general corporate purposes, including Transaction Costs (each of the foregoing, as applicable to its Class of Loans, individually, a “Permitted Purpose” and, collectively, the “Permitted Purposes”). The Borrower may, subject to Section 6.1, use the proceeds of the Loans to make loans or capital contributions to other members of the Borrower Group (other than Parent); provided that the Borrower shall cause each member of the Borrower Group to, use such proceeds for a Permitted Purpose.

B. The Letters of Credit shall be used only in connection with a Permitted Purpose, as defined in relation to Revolving Loans.

Section 5.14. Intellectual Property.

The Borrower shall not, and shall not permit any member of the Borrower Group to, do any act, or omit to do any act, whereby any of its Intellectual Property may lapse or become

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abandoned or dedicated to the public or unenforceable, unless such lapse, abandonment, dedication or unenforceability could not reasonably be expected to have a Material Adverse Effect. The Borrower shall take, and shall cause each member of the Borrower Group to, take all reasonably necessary steps to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any material part of its Intellectual Property, except where the failure to so maintain, obtain or pursue could not reasonably be expected to have a Material Adverse Effect.

Section 5.15. Interest Rate Protection.

On or before November 30, 2005, the Borrower shall maintain in effect for a period of not less than three years, one or more Interest Rate Agreements with respect to the Term Loans, each such Interest Rate Agreement to be for a term and in form and substance reasonably satisfactory to the Administrative Agent, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component (as hereinafter defined) of the interest costs to the Borrower with respect to an aggregate notional principal amount of not less than 50% of the aggregate principal amount of the Term Loans outstanding from time to time (based on the assumption that such notional principal amount was a Eurodollar Rate Loan with an Interest Period of three months). For purposes of this Section 5.15, the term “Unadjusted Eurodollar Rate Component” means that component of the interest costs to the Borrower in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (a) of the definition of Adjusted Eurodollar Rate.

Section 5.16. Landlord Consents And Estoppel Agreements.

The Borrower shall, and shall cause each member of the Borrower Group to, (a) use reasonable efforts to obtain from the relevant lessors with respect to each Colocation Lease entered into after the Effective Date Landlord Consent and Estoppel Agreements in favor of the Administrative Agent, and (b) report to the Administrative Agent in writing within sixty days after entering into each Colocation Lease after the Closing Date as to the status of such efforts with respect to each Colocation Lease. The Borrower shall deliver or cause to be delivered to the Administrative Agent, promptly upon their execution, all such Landlord Consent and Estoppel Agreements.

Section 5.17. Unrestricted Subsidiaries and Restricted Subsidiaries.

A. Except for the Unrestricted Subsidiaries listed as such on Schedule 4.1.C as of the Closing Date, the Borrower shall not have the right to designate any Subsidiary as an Unrestricted Subsidiary and all Subsidiaries shall be Restricted Subsidiaries. The Borrower shall cause each Unrestricted Subsidiary to comply with the following:

(i) such Subsidiary shall not own, directly or indirectly, Equity Interests in any Restricted Subsidiary which, when added to any other Equity Interests which are owned in such Restricted Subsidiary by any other Unrestricted Subsidiaries, totals 50% or more of the Equity Interests of such Restricted Subsidiary;

(ii) such Subsidiary shall have no Indebtedness other than Non-Recourse Indebtedness or unsecured intercompany Indebtedness in an amount not to exceed

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$1,000,000 in the aggregate for all such Non-Recourse Indebtedness and unsecured intercompany Indebtedness taken together;

(iii) such Subsidiary shall not be a party to any agreement, contract, arrangement or understanding with any member of the Borrower Group other than any such agreement, contract, arrangement or understanding the terms of which are no less favorable to such member of the Borrower Group than the terms that such member could obtain at the time from Persons who are not Affiliates of a member of the Borrower Group;

(iv) such Subsidiary shall be a Person with respect to which no member of the Borrower Group has any direct or indirect obligation (a) to subscribe for additional Equity Interests (unless the amount of such subscription could be made as a Restricted Payment) or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(v) such Subsidiary shall not guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of any member of the Borrower Group; and

(vi) such Subsidiary shall not construct or operate any Colocation Facility and shall not enter into any Colocation Lease.

Section 5.18. Redemption and Series C Share Payments.

Immediately upon the making of the payments in respect of the Redemption and the Series C Share Payments pursuant to the terms and conditions hereof, the Borrower shall deliver to the Administrative Agent evidence (in form, substance and scope satisfactory to the Administrative Agent) that proceeds of the Term Loans in an amount not to exceed $17,000,000 in the aggregate were used to fund a dividend to the Parent for such Redemption and Series C Share Payments and that the Parent made such Redemption and Series C Share Payments as provided herein. In addition to, and not in lieu of, the foregoing, the Borrower shall permit, and shall cause Parent to permit, at the Borrower’s expense, Administrative Agent and/or any representative or designee of the Administrative Agent to visit and inspect the books and records of Parent, Borrower or any member of the Borrower Group, to investigate and verify the accuracy of the information provided to the Administrative Agent in respect of the payments made for the Redemption and the Series C Preferred Share Payments and to take all such other actions set forth in Section 5.7 hereof in connection therewith.

ARTICLE VI.

BORROWER’S NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment and performance in full of all of the Loans and other Obligations, the Borrower shall, and shall cause each member of the Borrower Group (including without limitation, pursuant to the definition of Borrower Group, the Canadian Subsidiaries), to perform all of the covenants set forth in this Article VI.

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Section 6.1. Indebtedness.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(i) the Obligations;

(ii) any Indebtedness set forth in Schedule 6.1 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to the members of the Borrower Group, in a principal amount not in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension and with a maturity date and weighted average life no greater than the Indebtedness being refinanced);

(iii) trade or other similar Indebtedness incurred in the ordinary course of business and payable within sixty days;

(iv) purchase money Indebtedness (including obligations in respect of Capital Leases and vendor financing) hereafter incurred by any member of the Borrower Group to finance the purchase of fixed assets not owned as of the date hereof, provided, that (a) the aggregate amount of such Indebtedness shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (c) any Lien securing such Indebtedness shall attach to the acquired assets within 90 days after the acquisition thereof;

(v) renewals, refinancings and extensions of any Indebtedness permitted pursuant to clause (iv) above on terms and conditions no less favorable to such member of the Borrower Group and in a principal amount not in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension;

(vi) Indebtedness under, or constituting net exposure under, Interest Rate Agreements entered into in accordance with Section 5.15 hereof and/or entered into in accordance with Section 5.15 of the Second Lien Credit Agreement; and

(vii) other Indebtedness, provided that the Indebtedness under this clause (vii) shall not exceed $3,000,000 in the aggregate; and

(viii) intercompany Indebtedness between any members of the Borrower Group other than the Canadian Subsidiaries, so long as such Indebtedness is expressly subordinated in all respects to the Obligations; and

(ix) the Indebtedness evidenced by the 2005 Canadian Investment Note and the 2004 Canadian Investment Note, provided that the 2005 Canadian Investment Note shall provide that (x) the 2005 Canadian Investment Note shall be amortized on the same dates and the same percentages that Term Loan B amortizes hereunder and shall be due and payable in full no later than the Term Loan B Maturity Date, and (y) among other events of default thereunder, it shall be an event of default thereunder if any Event of

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Default occurs under this Agreement; and provided, further, that the 2004 Canadian Investment Note shall provide that (x) the 2004 Canadian Investment Note shall be amortized on the same dates and the same percentages as provided therein on the Effective Date and shall be due and payable in full no later than August 4, 2008, and (y) among other events of default thereunder, it shall be an event of default thereunder if any Event of Default occurs under this Agreement; and

(x) intercompany Indebtedness between any member of the Borrower Group and the Canadian Subsidiaries, not to exceed $2,750,000 in the aggregate (not including the 2005 Canadian Investment Note and the 2004 Canadian Investment), provided that (1) no intercompany Indebtedness may be advanced (and no advance of any revolving loan facility pursuant to which all or a portion of such $2,750,000 may be advanced) to a Canadian Subsidiary at any time that an event of default has occurred and is continuing under either the 2005 Canadian Investment Note or the 2004 Canadian Investment Note or an Event of Default has occurred and is continuing, (2) the intercompany Indebtedness referred to in this clause (x) shall only be permitted by this clause (x) if it is evidenced by a promissory note in form and substance acceptable to the Administrative Agent (as amended from time to time with the written consent of the Administrative Agent, the “Canadian Revolving Note”), and such Canadian Revolving Note is pledged and delivered to the Administrative Agent on or before the date that any such Indebtedness is incurred, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, as additional Collateral for the Obligations, and (z) such Canadian Revolving Note provides that such intercompany Indebtedness shall be due and payable in full no later than the Revolving Loan Maturity Date and that, among other events of default thereunder, it shall be an event of default thereunder if any Event of Default occurs under this Agreement; and

(xi) Indebtedness incurred pursuant to the Second Lien Credit Agreement and the other “Loan Documents” (as defined in the Second Lien Credit Agreement”) in an amount not to exceed $45,000,000 (plus any accrued interest, fees and expenses in connection therewith), the proceeds of which shall be utilized to refinance the Original Credit Agreement, to pay for the Redemption and Series C Preferred Share Payments as provided therein and to pay any “Transaction Costs” (as defined in the Second Lien Credit Agreement) incurred pursuant to the terms and conditions thereof.

Section 6.2. Liens and Related Matters.

A. Prohibition on Liens. The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any member of the Borrower Group, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except Permitted Liens, provided that, with respect to Liens upon the assets of the Canadian Subsidiaries, the Permitted Liens shall not include the Liens described in clauses (xiii) and (xiv) of the definition of Permitted Liens.

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B. No Further Negative Pledges. The Borrower shall not, and shall not permit any member of the Borrower Group to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for obligations relating to such agreement if security is given for the Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.7, pending the consummation of such sale, and (iii) any provision in any agreement or instrument governing Indebtedness permitted pursuant to Section 6.1(iv) or Section 6.1(v) that prohibits or otherwise restricts the creation or assumption of any Lien upon any asset acquired or maintained utilizing the proceeds of such Indebtedness.

Section 6.3. Change of Filing Location.

The Borrower shall not, and shall not permit any member of the Borrower Group to, reorganize any member of the Borrower Group under the laws of a different jurisdiction unless the Borrower shall have given the Administrative Agent at least 20 days’ prior written notice thereof and all action reasonably requested by the Administrative Agent to protect and perfect the Liens and security interests in the Collateral shall have been taken.

Section 6.4. Change of Name.

The Borrower shall not, and shall not permit any member of the Borrower Group to, change its name or organizational structure or jurisdiction in which it is organized unless the Borrower shall have given the Administrative Agent at least 20 days’ prior written notice thereof and all action reasonably requested by the Administrative Agent to protect and perfect the Liens and security interests in the Collateral shall have been taken.

Section 6.5. Investments; Joint Ventures.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or otherwise form or create any Subsidiary (other than in accordance with Section 5.11.B), except for Permitted Investments.

Section 6.6. Financial Covenants.

A. Consolidated Leverage Ratio. As of the end of each Fiscal Quarter ending on or after the Closing Date, the Consolidated Leverage Ratio shall not exceed the corresponding ratio set forth in Section A of Schedule 6.6 for such Fiscal Quarter.

B. First Lien Consolidated Leverage Ratio. As of the end of each Fiscal Quarter ending on or after the Closing Date, the First Lien Consolidated Leverage Ratio shall not exceed the corresponding ratio set forth in Section B of Schedule 6.6 for such Fiscal Quarter.

C. Consolidated Interest Coverage Ratio. As of the end of each Fiscal Quarter ending on or after the Closing Date, Consolidated Interest Coverage Ratio shall not be less than the corresponding ratio set forth in Section C of Schedule 6.6 for such Fiscal Quarter.

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D. Consolidated Fixed Charge Coverage Ratio. As of the end of each Fiscal Quarter ending on or after the Closing Date, the Consolidated Fixed Charge Coverage Ratio shall not be less than the corresponding ratio set forth in Section D of Schedule 6.6 for such Fiscal Quarter.

Section 6.7. Restriction on Fundamental Changes; Asset Sales and Acquisitions.

The Borrower shall not, and shall not permit any member of the Borrower Group to, Dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person (including any issuance or sale by any member of the Borrower Group of Equity Interests in any of their respective Restricted Subsidiaries), except:

(i) the members of the Borrower Group may Dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Borrower Group to the extent made in the ordinary course of business, provided that either (a) such Disposal does not materially adversely affect any portion of such Person’s business, or (b) prior to or within twelve months following such Disposal, any such property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any security of any other Person, subject only to Permitted Liens, and by such removal and replacement the members of the Borrower Group shall be deemed to have subjected such replacement property to the lien of the Collateral Documents in favor of the Secured Parties, as applicable, provided that the aggregate amount of proceeds that may be used to replace assets Disposed of pursuant to this clause (b) shall not exceed $2,000,000 in the aggregate for all such assets acquired after the Closing Date;

(ii) the members of the Borrower Group may sell or otherwise Dispose of assets in transactions that do not constitute Asset Sales, provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; and provided, further, that the members of the Borrower Group may not lease or sublease to other Persons any portion of the interest of the applicable member of the Borrower Group in any of its Colocation Facilities, unless each such lease or sublease (a) is made in the ordinary course of business and is in connection with the provision of co-location services by any member of the Borrower Group and (b) does not interfere in any material respect with the ordinary conduct of the business of any member of the Borrower Group;

(iii) Dispositions pursuant to a Capital Lease permitted by Section 6.1 and Section 6.2;

(iv) in a transaction authorized by Section 6.18;

(v) any Permitted Investments, so long as (x) any acquisition of all or substantially all of the business, property or fixed assets of, or stock or other evidence of

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beneficial ownership of, any Person or any division or line of business of any Person is evidenced by an acquisition agreement in form and substance acceptable to the Required Lenders, and (y) the rights (but not the obligations) of the acquiring entity are collaterally assigned to the Administrative Agent as additional Collateral for the Obligations, pursuant to an assignment agreement in form and substance acceptable to the Administrative Agent; and

(vi) any Excluded Asset Sale; and

(vii) any Dispositions of assets of the Borrower Group occurring as a result of the closure of (x) any of those facilities that are identified in Schedule 1.1.A as closing or any facility the lease for which is the subject of any litigation referred to on Schedule 4.7 or (y) any other Colocation Facilities which have negative cash flow, so long as the amount of the assets that are Disposed of pursuant to this clause (y) does not exceed $1,000,000 (based on the greater of the fair market value of such assets at the time of such Disposition or the net proceeds from each such Disposition of such assets) after the Closing Date as a result of the closure of any individual facility and does not exceed $4,000,000 (based on the greater of the fair market value of such assets at the time of such Disposition or the net proceeds from each such Disposition of such assets) after the Closing Date as a result of the closure of all such facilities in the aggregate.

Notwithstanding the foregoing provisions of this Section 6.7, each of the clauses in this Section 6.7 shall be subject to the additional proviso that no Event of Default or Potential Event of Default shall exist and be continuing at the time of such transaction or would occur as a result of entering into such transaction (or immediately after any renewal or extension thereof at the option of any member of the Borrower Group). Further, the proceeds or the Net Asset Sale Proceeds of any lease or transaction of the nature described in each of the clauses to this Section 6.7 shall be applied in accordance with the provisions of Section 2.5.

Section 6.8. Sales and Lease-Backs.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which any member of the Borrower Group has sold or transferred or is to sell or transfer to any other Person or (ii) which any member of the Borrower Group intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by any member of the Borrower Group to any Person in connection with such lease.

Section 6.9. Sale or Discount of Receivables.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable. For the avoidance of doubt, this paragraph is not intended to prevent the Borrower from taking action in good faith in the ordinary course of its business in respect of the collection of accounts receivable owed by account debtors, to the

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extent that the compromise or settlement of any such accounts receivable that are owed by (a) an account debtor that is a debtor in bankruptcy or insolvency proceedings, or (b) other account debtors as to which the Borrower has taken a specific reserve on its balance sheet in accordance with GAAP for the accounts of such accounts debtors and as to which Borrower believes in good faith that the financial condition of the account debtor is impaired to an extent that the Borrower should agree to the recovery of the compromised or settlement amount (or the sale or discount thereof for such amount), provided that the amount of discounts agreed to under this clause (b) with respect to any account debtor shall not exceed the amount of such reserves that were taken in accordance with GAAP with respect to the accounts of such account debtor.

Section 6.10. Transactions with Shareholders and Affiliates.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of any member of the Borrower Group or with any Affiliate thereof or of any such holder, except:

(i) transactions that are on terms that are not less favorable to such member of the Borrower Group, than those that might be obtained at the time from Persons who are not such a holder or Affiliate as long as (a) the Borrower has delivered to the Administrative Agent (1) with respect to any transaction involving an amount in excess of $1,000,000 an Officer’s Certificate certifying that such transaction complies with this Section 6.10 at the time such transaction is entered into, (2) with respect to any transaction involving an amount in excess of $2,000,000 a resolution adopted by a majority of the disinterested non-employee directors of the applicable member of the Borrower Group approving such transaction and an Officer’s Certificate certifying that such transaction complies with this Section 6.10 at the time such transaction is entered into and (b) with respect to any such transaction that involves aggregate payments in excess of $5,000,000, either (1) an opinion as to the fairness to the applicable member of the Borrower Group from a financial point of view issued by a qualified independent accounting or appraisal firm of nationally recognized standing at the time such transaction is entered into or (2) the receipt of the prior written consent of the Required Lenders;

(ii) any Material Contract that was in existence as of the Prior Amendment Date;

(iii) any employment, indemnification, noncompetition or confidentiality agreement entered into by any member of the Borrower Group with their employees or directors in the ordinary course of business, provided that no such agreement with a Person that is also (x) a shareholder or other equityholder of the Parent or (y) an employee, officer, director or manager of any such shareholder or other equityholder or any Affiliate thereof, other than an employee, officer, director or manager of one or more members of the Borrower Group, shall provide for the payment of compensation or other amounts in excess of the amounts payable to any such Person pursuant to agreements in

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effect on the Prior Amendment Date (without giving effect to any subsequent amendments thereof);

(iv) the payment of normal compensation, fees and reimbursement of expenses of officers and directors of the members of the Borrower Group who are not employees thereof, provided that no such agreement with a Person that is also (x) a shareholder or other equityholder of the Parent or (y) an employee, officer, director or manager of any such shareholder or other equityholder or any Affiliate thereof, other than an employee, officer, director or manager of one or more members of the Borrower Group, shall provide for the payment of compensation or other amounts in excess of the amounts payable to any such Person pursuant to agreements in effect on the Closing Date (without giving effect to any subsequent amendments thereof);

(v) transactions between or among the members of the Borrower Group and any of their respective direct or indirect Wholly-Owned Subsidiaries that are members of the Borrower Group; and

(vi) transactions set forth in the Material Contracts listed on Schedule 4.9.

Section 6.11. Certain Restrictions on Changes to Charter Documents.

The Borrower shall not, and shall not permit any member of the Borrower Group to, amend, supplement or otherwise modify, or permit the amendment, modification or supplementation of its certificate or articles of incorporation, certificate of formation or by-laws or other organizational documents (including any limited liability company agreement) in a manner which is inconsistent with or violates the terms of or could reasonably be expected to prevent compliance with any of the terms of any Loan Document or any Material Contract or could reasonably be expected to result in a Material Adverse Effect.

Section 6.12. Certain Restrictions in Respect of Material Contracts.

A. Termination, amendment or modification. The Borrower shall not, and shall not permit any member of the Borrower Group to, agree to any amendment, modification or termination of any Material Contract if such amendment, modification or termination could reasonably be expected to have a Material Adverse Effect, except (i) that amendments, modifications or terminations made in connection with the closure of those facilities that (x) are identified in Schedule 1.1.A as closing or (y) the lease for which is the subject of any litigation referred to on Schedule 4.7 shall not be deemed to be prohibited by this Section and (ii) the termination of the Material Contracts identified on Schedule 6.12. In addition, the Borrower shall not, and shall not permit any member of the Borrower Group to, assign or transfer any of its material rights or obligations under any of the Material Contracts, other than an assignment or transfer to another member (other than the Canadian Subsidiaries) of the Borrower Group.

B. Security Interest in Material Contracts. The Borrower shall not, and shall not permit any member of the Borrower Group to, enter into any Material Contract (other than the Security Agreements) if such agreement (i) prohibits the granting to the Administrative Agent or any Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Lender’s ability to realize the benefit of any lien on any of the Collateral. The

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Borrower shall not, and shall not permit any member of the Borrower Group to, enter into contracts if such agreements (i) prohibit the granting to the Administrative Agent or any Lender a lien thereon or (ii) otherwise unreasonably restrict or inhibit the Administrative Agent’s or any Lender’s ability to realize the benefit of any lien on any of the Collateral which, taken as a whole, would have a Material Adverse Effect.

Section 6.13. Limitations on Restricted Actions.

Except as provided herein, the Borrower shall not, and shall not permit any member of the Borrower Group to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by any member of the Borrower Group, (ii) repay or prepay any Indebtedness owed by any member of the Borrower Group, (iii) make loans or advances to the Borrower, or (iv) transfer any of its property or assets to the Borrower other than as provided for herein or in the other Loan Documents (other than pursuant to any agreement or instrument governing Indebtedness permitted pursuant to Section 6.1(iv) or Section 6.1(v) that prohibits or otherwise restricts the transfer of any asset acquired or maintained utilizing the proceeds of such Indebtedness).

Section 6.14. Nature of Business.

No member of the Borrower Group (other than Parent) shall engage in any material respect in any business activity other than those activities specifically described in the definition of “Permitted Business.” Parent shall not engage in any business activity other than as a holding company of the Borrower.

Section 6.15. Fiscal Year.

No member of the Borrower Group shall change the end of its Fiscal Year from December 31.

Section 6.16. Restricted Payments.

The Borrower shall not, and shall not permit any member of the Borrower Group to, declare or make any Restricted Payment or any payment in connection with any tax sharing arrangement except for (a) Restricted Payments by any member of the Borrower Group (other than Parent) to any parent (other than Parent and the Canadian Subsidiaries) that is also a member of the Borrower Group; (b) dividends or other distributions, direct or indirect, to Parent (i) for the purchase of Equity Interests of Parent from officers and employees of any member of the Borrower Group pursuant to employee stock option plans and any similar agreements in an aggregate amount not to exceed $2,500,000 in any fiscal year, (ii) for the payment of Taxes due and payable by the Parent in respect of Parent’s income and/or the business of the Borrower Group and (iii) to pay the Redemption and Series C Preferred Share Payment on the Effective Date; and (c) distributions by any member of the Borrower Group (other than Parent) in respect of its Equity Interests which are payable solely in additional Equity Interests which are subject to a First Priority Lien in favor of the Administrative Agent (or, in the case of distributions by a Canadian Subsidiary any Equity Interests of which are owned by an entity organized in the

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United States, sixty-five percent (65%) of which is subject to such First Priority Lien in favor of the Administrative Agent).

Section 6.17. Accounts.

Except as otherwise provided in Section 5.11, the Borrower shall not, and shall not permit any member of the Borrower Group to, create or open any deposit account or securities account (each within the meaning of the UCC) (other than any Account subject to a Control Agreement or a Blocked Account subject to a Blocked Account Agreement) and other than any account maintained by any member of the Borrower Group to hold security deposits from counterparties to the revenue generating contracts entered into by the members of the Borrower Group.

Section 6.18. Funding of Foreign Subsidiaries

The Borrower shall not, and shall not permit any member of the Borrower Group to, (a) except for capital expenditures by a Canadian Subsidiary for its own account, make Consolidated Capital Expenditures on behalf of any members of the Borrower Group organized under the laws of any jurisdiction located outside of the United States or (b) make any capital contribution to or transfer any asset to any members of the Borrower Group organized under the laws of any jurisdiction located outside of the United States in an amount exceeding $10,000 in any fiscal year except for the Canadian Subsidiary Contribution.

Section 6.19. Termination of Real Estate Leases; Lease Litigation Cost.

The Borrower shall not, and shall not permit the Borrower Group to, incur cash costs in an aggregate amount greater than $4,000,000 in the aggregate after the Closing Date in connection with (a) the termination or cancellation, prior to their stated expiration dates, of any real estate leases and (b) any litigation or settlement regarding any such termination or cancellation or any claim relating thereto.

Section 6.20. Limitations on Unrestricted Subsidiaries.

Borrower shall not, permit Parent or any of its Subsidiaries that are not members of the Borrower Group, to be party to any contract, lease or other agreement which is, or own any assets which are, material to the business, assets, operations, results of operations or condition (financial or otherwise) of any member of the Borrower Group, other than:

(i) any contract pursuant to which any member of the Borrower Group is also a party if such contract provides that all rights and benefits (including the right to receive payments) provided to such member of the Borrower Group party thereto shall run in favor of only the member of the Borrower Group party thereto (and that the Parent or any Unrestricted Subsidiary shall have no right, title or interest in or to any such right or benefit);

(ii) any contract that is a guarantee of the obligations of any member of the Borrower Group under any contract to which it is a party; and

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(iii) any contract or other agreement in respect of the issuance by the Parent of its Equity Interests or debt securities, agreements in respect of Indebtedness or the issuance of equity of, or the contribution of capital to, any member of the Borrower Group, to the extent that such contract or other agreement is not otherwise prohibited by this Agreement or any of the other Loan Documents.

Section 6.21. Limitations on Uses of Proceeds of Canadian Subsidiary Contribution and Canadian Revolver Note.

Borrower shall not, and shall not permit any member of the Borrower Group (including, for the avoidance of doubt, any Canadian Subsidiary), to use the proceeds of (i) the Canadian Subsidiary Contribution for any purpose other than capital expenditures in respect of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) of any Canadian Subsidiary and (ii) the Canadian Revolver Note for any purpose other than general working capital and other general corporate purposes by the Canadian Subsidiaries.

ARTICLE VII.

EVENTS OF DEFAULT

Each of the following events or occurrences set forth in Section 7.1 through Section 7.15 shall constitute an “Event of Default”:

Section 7.1. Failure to Make Payments When Due.

The Borrower shall fail to pay any scheduled principal of any Loan when and as the same shall become due and payable; or the Borrower shall fail to pay any interest on any Loan or any fee payable under this Agreement or any other Loan Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three days; or the Borrower or any other member of the Borrower Group shall fail to pay any other unscheduled principal amount or amount payable under this Agreement or any other Loan Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days; or

Section 7.2. Default Under Other Indebtedness.

Any member of the Borrower Group (i) shall fail to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1) in an individual or aggregate principal amount of $2,500,000 or more beyond the end of any grace period provided therefor; or (ii) shall breach or default in its obligations with respect to any other material term of (a) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided, however, the Event of Default that results under this

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Section 7.2 as a result of any such declaration under the Second Lien Credit Agreement will be automatically waived if and as of the time that declaration of acceleration is rescinded or waived under the Second Lien Credit Agreement; or

Section 7.3. Breach of Warranty.

Any representation or warranty made or deemed made by the Borrower or any Loan Party in this Agreement, or in any other Loan Document to which it is a party or in any certificate delivered by the Borrower or any Loan Party pursuant to this Agreement or any other Loan Document shall prove to have been false or misleading in any material respect as of the time made or deemed made; or

Section 7.4. Involuntary Bankruptcy Proceeding, Etc.

An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party, or, in any such case, its debts, or a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

Section 7.5. Voluntary Bankruptcy Proceeding, Etc.

Any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in Section 7.4, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

Section 7.6. Judgments.

Any judgment or judgments (i) for the payment of money in an aggregate amount (not paid or entirely covered by insurance) in excess of $6,000,000 shall be entered or filed against any Loan Party or any of its assets and shall remain unpaid and undischarged, unvacated, unbonded or unstayed for a period of 45 days (or in any event later than five days prior to the date of any proposed sale of the respective assets thereunder), or (ii) shall be entered in the form of an injunction or similar form of relief requiring suspension or abandonment of a Permitted Business by any Loan Party and such injunction or similar relief requiring suspension or abandonment of a Permitted Business by any Loan Party and such injunction or similar relief shall not have been stayed, discharged or vacated within 45 days; or

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Section 7.7. Dissolution.

Any order, judgment or decree shall be entered against (a) any member or members of the Borrower Group that in the aggregate account for $7,000,000 or more of the Net Revenue of the Borrower Group (other than as a result of or in connection with the closure of (i) those facilities that are identified in Schedule 1.1.A as closing or (ii) those facilities the lease for which is the subject of any litigation referred to on Schedule 4.7), (b) the Borrower, or (c) the Parent, decreeing the dissolution or split up of such Person or Persons, and such order shall remain undischarged or unstayed for a period in excess of 30 days; or

Section 7.8. Change in Control.

A Change in Control shall have occurred; or

Section 7.9. Non-Performance of Certain Covenants and Obligations.

(i) Any Loan Party shall fail to perform any of its negative covenants (including all of the covenants set forth in Article VI of this Agreement) or agreements contained in any Loan Document to which it is a party; or

(ii) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document to which it is a party (other than those specified in Section 7.1 and Section 7.3 above or in clause (i) of this Section 7.9), and such failure in any case shall continue unremedied or unwaived for a period of 30 days after the earlier of (x) such Loan Party receives written notice thereof from the Administrative Agent and (y) an officer of such Loan Party becomes aware of such failure; or

Section 7.10. Impairment of Material Contract.

Any Material Contract shall cease to be valid and binding and in full force and effect (other than as a result of any termination due to the occurrence of the stated expiration date of such material contract) and such condition shall continue unremedied or unwaived for a period of 30 days; provided that, an Event of Default shall occur under this Section only if the failure of such other Material Contract to remain valid and binding and in full force and effect could reasonably be expected to have a Material Adverse Effect; or

Section 7.11. Default Under or Termination of Material Contracts.

Any of the Material Contracts shall terminate or be terminated or canceled prior to its stated expiration date or any Loan Party shall be in default (after the giving of any applicable notice and the expiration of any applicable grace period) under any of the Material Contracts and such condition shall continue unremedied or unwaived for a period of 30 days; provided that a default under or termination or cancellation of any Material Contracts shall constitute an Event of Default hereunder only if the termination of such Material Contract could reasonably be expected to have a Material Adverse Effect; or

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Section 7.12. Default Under or Termination of Governmental Actions.

The members of the Borrower Group shall fail to observe, satisfy or perform, or there shall be a violation or breach of, any of the material terms, provisions, agreements, covenants or conditions attaching to or under any material Governmental Action held by such member of the Borrower Group, or any such Governmental Action or any material provision thereof shall be terminated or fail to be in full force and effect, or any Governmental Instrumentality shall challenge or seek to revoke any such Governmental Action, if such failure to observe, satisfy or perform, breach or termination or challenge or revocation could reasonably be expected to have a Material Adverse Effect and such condition shall continue unremedied or unwaived for a period of 30 days; or

Section 7.13. Failure of Guaranty or Other Loan Document; Repudiation of Obligations.

At any time after the execution and delivery thereof, (i) any material provision of any Loan Document shall cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of a Loan Document in accordance with the terms hereof or thereof) or any Loan Document shall be declared null and void by a Governmental Instrumentality of competent jurisdiction, (ii) the Administrative Agent shall not have or shall cease to have a valid and perfected First Priority Lien in any material portion of the Collateral for any reason, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability prior to the indefeasible payment in full of all Obligations and the termination of all Commitments, including with respect to future advances by the Lenders, under any Loan Document to which it is a party; or

Section 7.14. Criminal Proceeding.

A criminal proceeding shall be commenced or a criminal indictment shall be filed against any member of the Borrower Group, which proceeding or indictment, if adversely determined, could reasonably be expected to have a Material Adverse Effect; or

Section 7.15. ERISA.

Any of the following events or conditions, if such event or condition could reasonably be expected to have a Material Adverse Effect: (i) any “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Pension Plan, or any lien shall arise on the assets of any Loan Party or any ERISA Affiliate in favor of the PBGC or a Pension Plan; (ii) an ERISA Event shall occur with respect to a Pension Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer Plan which is, in the reasonable opinion of the Administrative Agent, likely to result in (a) the termination of such Plan for purposes of Title IV of ERISA, or (b) any Loan Party or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such

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Plan; or (iv) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject any Loan Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Loan Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability; or

Section 7.16. Initial Remedies.

Upon the occurrence of any Event of Default described in Section 7.4 or Section 7.5, each of (i) the unpaid principal amount of and accrued interest on the Loans and all fees, expenses and indemnities payable hereunder and (ii) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower, and the Commitments and obligation of each Lender to make any Loan or the Issuing Bank to issue any Letter of Credit shall thereupon terminate. Upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent may, and upon the written request or with the written consent of the Required Lenders shall, by written notice to the Borrower, declare all or any portion of the amounts described in clauses (i) and (ii) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the members of the Borrower Group, and the Commitments and obligation of each Lender to make any Loan or the Issuing Bank to issue any Letter of Credit shall thereupon terminate. Any amounts described in clause (ii) above which are unliquidated or contingent when received by the Administrative Agent, shall be held by the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent, to secure the Obligations. Nothing herein shall limit the right of the Administrative Agent, for the benefit of the Secured Parties, to exercise any other rights or remedies available to it or the Secured Parties at law or in equity, including without limitation all rights and remedies under the Collateral Documents and this Agreement. The Administrative Agent agrees that it will not issue any entitlement orders, directions and instructions with respect to any Blocked Account or the financial assets credited thereto until the occurrence and during the continuance of an Event of Default.

Furthermore, upon the occurrence of any Event of Default, the Administrative Agent may, and upon the written request or with the written consent of the Required Lenders shall, direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice by the Borrower, or upon the occurrence of an Event of Default under either Section 7.4 or Section 7.5 the Borrower shall immediately pay) to the Administrative Agent additional cash, to be held by the Administrative Agent as cash collateral, for the benefit of the Lenders, as additional security for the Letter of Credit Obligations in respect of subsequent drawings under all then outstanding Letters of Credit in an amount equal to 105% of the Letter of Credit Obligations.

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ARTICLE VIII.

AGENTS

Section 8.1. Appointment.

A. Appointment of Agents. (i) DBAG is hereby appointed administrative agent and (ii) Canadian Imperial Bank of Commerce and Royal Bank of Canada are hereby appointed co-documentation agents, in each case under this Agreement and under the other Loan Documents. Each Lender hereby authorizes the Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. The Agents each agree to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 8.1 are solely for the benefit of the Agents and the Lenders. The Borrower shall have no rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each of the Agents shall act solely as an agent of the Lenders for the Secured Parties and each Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the members of the Borrower Group.

B. Appointment of Supplemental Agents. It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

In the event that the Administrative Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Agent, (ii) the Administrative Agent shall have the right to remove any Supplemental Agent with or without cause at any time, and (iii) the provisions of this Section 8.1 and of Sections 9.2 and 9.3 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Agent, as the context may require.

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Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Agent so appointed for more fully and certainly vesting in and confirming to it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

Section 8.2. Powers and Duties; General Immunity.

A. Powers; Duties Specified. Each Lender irrevocably authorizes the Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the other Loan Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. The Administrative Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

B. No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of the Borrower to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower Group or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, no Agent shall have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

C. Exculpatory Provisions. None of the Agents nor any of their respective officers, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by any such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. The Agents shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any

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power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.6) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without limiting the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the members of the Borrower Group), accountants, experts and other professional advisors selected by it and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.6).

D. Agents Entitled to Act as Lender. The agencies hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans or Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder, and the term “Lender” or the “Lenders” or any similar term shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity as a Lender. Each Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with any member of the Borrower Group or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the members of the Borrower Group for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

E. No Co-Documentation Agent and Syndication Agent Duties. Notwithstanding anything to the contrary herein, the Co-Documentation Agents and the Co-Syndication Agents shall have no duties or obligations under this Agreement or the other Loan Documents.

Section 8.3. Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness.

Each Lender represents and warrants to the Agents and each other Lender that it has made its own independent investigation of the financial condition and affairs of the members of the Borrower Group in connection with the making of the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the members of the Borrower Group. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.

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Section 8.4. Right to Indemnity.

Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that each Agent shall not have been reimbursed by the Borrower or any member of the Borrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Section 8.5. Successor Agents.

Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Agent (provided that such successor is or simultaneously therewith becomes a Lender). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Section 8.6. Intercreditor Agreement, Collateral Documents and Subsidiary Guaranties.

Each Lender hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders, to enter into the Intercreditor Agreement and each Collateral Document as secured party or beneficiary (as applicable), and each Lender agrees to be bound by the terms of the Intercreditor Agreement and each Collateral Document; provided that the Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision of the Intercreditor Agreement or any Collateral Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of the Required Lenders (or, if required pursuant to Section 9.6, all the Lenders); provided, further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Subsidiary from its Guaranty Agreement to the extent all of the stock of such Subsidiary is sold in a transaction permitted under this Agreement or otherwise consented to by the Required Lenders in accordance with Section 9.6 (or by all Lenders, if required by Section 9.6) and (ii)

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release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Required Lenders have otherwise consented in accordance with Section 9.6 (or to which all Lenders have consented, if required by Section 9.6). Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, and each Lender hereby agree that (X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (Y) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or the Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

Section 8.7. Application of Proceeds.

Following the occurrence of an Event of Default, subject to the provisions and effects of the Intercreditor Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant to the Collateral Documents, and any other cash at the time of such collection, sale or other realization held by or on behalf of the Administrative Agent under the Collateral Documents or this Section, shall be applied by the Administrative Agent in the following order or priority and, with the exception of clause (i) below, shall be based upon information furnished to the Administrative Agent by the appropriate Secured Party:

(i) first, to the payment of (a) all costs and expenses relating to the sale of the Collateral and the collection of all amounts owing hereunder (including reasonable attorneys’ fees and actual expenses and the reasonable compensation of the Administrative Agent for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, in each case, whether arising hereunder or under the Loan Documents), (b) all charges, expenses and advances incurred or made by the Administrative Agent in order to protect the Liens of the Collateral Documents or the security afforded thereby, (c) all liabilities (including those specified in clauses (a) and (b) immediately above) incurred by the Administrative Agent regardless of whether such liabilities arise out of the sale of Collateral or the collection of amounts owing hereunder and (d) all expenses owed to the Agents pursuant to Section 9.2 hereof, together with interest thereon at the rate per annum equal to the Default Rate computed on the basis of the actual number of days elapsed and a year of 360 days;

(ii) second, to the payment of accrued and unpaid interest on principal of the Obligations, ratably, in an amount necessary to make the Secured Parties current on interest on overdue principal due under the Loan Documents to the same proportionate extent as the other Secured Parties are then current on interest on overdue principal due under the Loan Documents;

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(iii) third, to the payment to each of the Secured Parties of any accrued but unpaid commitment fees or other fees owed to such Person, pro rata in accordance with the amount of such unpaid fees owed to such Person;

(iv) fourth, to the payment to each of the Secured Parties of the remaining principal, premium, interest, fees and other Obligations (including the provision of cash collateral in respect of the outstanding Letters of Credit in an amount equal to 105% of such Letter of Credit Obligations) owed to such Person, pro rata in accordance with the amount of principal, premium, interest, fees and other Obligations owed to such Person, to be applied by each such Person in accordance with the respective Loan Documents or Interest Rate Agreement pursuant to which such Obligations were incurred;

(v) fifth, to amounts secured by the Second Lien Collateral Documents; and

(vi) sixth, to such other Person or Persons as may be entitled thereto.

As used herein, “proceeds” of Collateral shall mean cash, Cash Equivalents, securities and other property realized in respect of, and distributions in kind of, Collateral, including any cash, securities and other property received under any reorganization, liquidation or adjustment of indebtedness of any member of the Borrower Group or any other issuer of or obligor on any of the Collateral.

ARTICLE IX.

MISCELLANEOUS

Section 9.1. Assignments and Participations in Loans.

A. General. Subject to Section 9.1.B, any Lender shall have the right at any time to:

(i) sell, assign or transfer to any Eligible Assignee, or

(ii) sell participations to any Eligible Assignee or, with the approval of the Borrower (which shall not be unreasonably withheld or delayed) to any other Person in, all or any part of its Commitments or any Loan or Loans made by it or participations therein or any other interest herein or in any other Obligations owed to it; provided that no such sale, assignment, transfer or participation shall, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify such sale, assignment, transfer or participation under the securities laws of any state; provided, further that no such sale, assignment or transfer described in clause (i) above shall be effective unless and until an Assignment Agreement effecting such sale, assignment or transfer shall have been accepted by and recorded by the Administrative Agent in the Register as provided in Section 9.1.B(ii). Except as otherwise provided in this Section 9.1, no Lender shall, as between the Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Commitments or the Loans or participations therein, or the other Obligations owed to such Lender.

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B. Assignments.

(i) Amounts and Terms of Assignments. Each Commitment, Loan, or participation therein, or other Obligation, may:

(a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender or an Approved Fund, with the giving of notice to the Borrower and the Administrative Agent, or

(b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee (i) with the consent of the Borrower and the Administrative Agent (which consent shall not, in each such case, be unreasonably withheld or delayed), provided that the consent of the Borrower shall not be required with respect to any assignment by any of the Agents, in their capacities as Lenders, during the forty-five (45) day period commencing on the Closing Date, or (ii) upon the occurrence and during the continuance of an Event of Default or Potential Event of Default, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed).

(c) To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or participations therein, or other Obligations or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (other than with respect to an assignment to an Affiliate of the assignor or to an Approved Fund with respect to the assignor) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.7.B. Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Section 9.9) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of Notes hereunder, the assigning

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Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Note to the Administrative Agent for cancellation, and thereupon a new Note shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit M-1, M-2 or M-3 hereto, as applicable, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and the assigning Lender.

(ii) Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in Section 9.1.B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to the Administrative Agent pursuant to Section 2.7.B, the Administrative Agent shall, if the Administrative Agent has consented to the assignment evidenced thereby (to the extent such consent is required pursuant Section 9.1.B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of the Administrative Agent to such assignment), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to the Borrower. An assignment shall not be effective until properly recorded in the Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by the Administrative Agent as provided in this Section 9.1.B(ii).

C. Participations. The holder of any participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation, (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation, or (iii) releasing all or substantially all of the Collateral, and all amounts payable by the Borrower hereunder (including amounts payable to such Lender pursuant to Sections 2.6.D and 2.7) shall be determined as if such Lender had not sold such participation. The Borrower and each Lender hereby acknowledge and agree that, solely for purposes of Sections 9.4 and 9.5, (a) any participation will give rise to a direct obligation of the Borrower to the participant and (b) the participant shall be considered to be a “Lender.”

D. Pledges of Loans. In addition to the assignments and participations permitted under the foregoing provisions of this Section 9.1, any Lender may assign and pledge all or any portion of its Loans, the other Obligations owed to such Lender, and its Notes (i) to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank, and/or (ii) with prior notification to the Administrative Agent (but without the consent of the Administrative Agent or the Borrower), to any trustee, collateral agent or creditor that is providing credit or credit support to such Lender in support of its obligations to such trustee, such collateral agent or such creditor, as the case may be; provided that (i) no Lender shall, as between the Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any such assignment and pledge, (ii) in no event shall such Federal Reserve Bank or such trustee, collateral agent or other creditor be considered to be a “Lender” or be entitled to require

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the assigning Lender to take or omit to take any action hereunder, and (iii) no such pledgee referred to in this paragraph shall have the right to become a Lender or to further transfer all or any portion of the Loans or other rights pledged to or granted to it, whether by means of foreclosure or otherwise, except in compliance with the assignment provisions (including any required consents and notices) set forth in this Agreement.

E. Information. Each Lender may furnish any information concerning the members of the Borrower Group, the Loan Documents, and any related documents or information in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants).

F. Representations of the Lenders. Each Lender hereby represents and warrants that it will make its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal or state securities laws (it being understood that, subject to the provisions of this Section 9.1, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control). Each Lender that becomes a party hereto pursuant to an Assignment Agreement shall be deemed to agree that the representations and warranties of such Lender contained in such Assignment Agreement are incorporated herein by this reference.

Section 9.2. Expenses.

Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly:

(i) all the actual and reasonable costs and expenses of negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto (whether or not such costs were incurred prior to or after the Closing Date);

(ii) all the costs of furnishing all opinions by counsel for the members of the Borrower Group, including any opinions requested by the Lenders as to any legal matters arising hereunder and of the performance of and compliance by the member of the Borrower Group with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Loan Documents including with respect to confirming compliance with environmental, insurance and solvency requirements;

(iii) the reasonable fees, expenses and disbursements of counsel to any Agent in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower;

(iv) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Administrative Agent on behalf of the Secured Parties pursuant to any Collateral Document, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses and disbursements of counsel to the Administrative Agent and of counsel

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providing any opinions that the Administrative Agent may request in respect of the Collateral Documents or the Liens created pursuant thereto;

(v) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements) of any auditors, accountants or appraisers and any environmental or other consultants, any advisors and agents employed or retained by the Administrative Agent or any Supplemental Agent pursuant to this Agreement or any other Loan Document (including, without limitation, any financial advisor for the purpose of evaluating the projections and business plan of the Borrower Group or undertaking a valuation opinion and/or a liquidation analysis);

(vi) costs and expenses relating to the custody or preservation of any of the Collateral;

(vii) all other actual and reasonable costs and expenses incurred by the Agents in connection with the syndication of the Commitments; and

(viii) after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by each Agent and the Lenders in enforcing any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings.

Section 9.3. Indemnity.

In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defend, indemnify, pay and hold harmless each Agent, the Lead Arrangers and the Lenders, and the officers, directors, employees, agents and affiliates of each Agent, the Lead Arrangers and the Lenders (collectively, the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction.

As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity as required by applicable Environmental Laws), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or

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threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents, the Material Contracts, or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the use or intended use of any thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of any guaranty), (ii) the statements contained in the Commitment Letter delivered by any Lender to the Borrower with respect thereto, or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of any member of the Borrower Group, but excluding any Environmental Claim to the extent arising solely as a result of the gross negligence of any Indemnitee during the course of any investigations of the Borrower Group’s sites or operations by such Indemnitee pursuant to Section 5.9.A of this Agreement.

To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Section 9.4. Set-Off; Security Interest in Deposit Accounts.

Subject to the last sentence of this Section 9.4, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to that Lender under this Agreement and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article VII and although said obligations and liabilities, or any of them, may be contingent or unmatured. The Borrower hereby further grants to the Administrative Agent and each Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Lenders hereby agree among themselves that no Lender shall exercise any right of setoff or banker’s lien, collect any payments due from any Loan Party hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the

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Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.

Section 9.5. Ratable Sharing.

The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other the Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Section 9.6. Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Agreement or of the Notes, and no consent to any departure by the Borrower therefrom, shall in any event be effective without the written concurrence of the Required Lenders; provided that any such amendment, modification, termination, waiver or consent which:

(i) increases the aggregate amount of the Commitments of any Class of Loans (other than as a result of a waiver of an Event of Default) or reduces the principal amount of any of the Loans;

(ii) changes in any manner the definition of “Pro Rata Shares” or the definition of “Required Lenders” or any provision to the extent that it provides for Loans to be made (or for indemnities or other obligations of the Lenders to be shared) on a pro rata basis or for payments to be allocated to a Class of Loans on a pro rata basis;

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(iii) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Lenders;

(iv) increases the maximum duration of Interest Periods permitted hereunder;

(v) changes in any manner the provisions contained in Section 9.1 or this Section 9.6; or

(vi) releases or subordinates any Lien (other than in accordance with the Loan Documents) granted in favor of the Administrative Agent with respect to all or substantially all of the Collateral;

shall be effective only if evidenced by a writing signed by all of the Lenders; and provided further that any amendment, modification, termination, waiver or consent in respect of any Class of Loans which:

(i) postpones the scheduled final maturity date of such Class of Loans;

(ii) postpones the date or reduces the amount of any scheduled payment (but not prepayment) of principal of such Class of Loans or any scheduled reduction in Commitments thereof;

(iii) postpones the date on which any interest or any fees or other amounts are payable;

(iv) decreases the interest rate or the amount of interest borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.3.E) or the amount of any fees or other amounts payable hereunder;

shall be effective only if evidenced by a writing signed by all of the Lenders of such Class of Loans. In addition, notwithstanding anything else herein to the contrary, (i) no amendment, modification, termination or waiver of any provision of any Note or of the amount of any Commitment by a Lender shall be effective without the written concurrence of the Lender which is the holder of that Note or which made such Commitment, (ii) no amendment, modification, termination or waiver of any provision of Article VIII or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent shall be effective without the written concurrence of the Administrative Agent, (iii) no amendment, modification, termination or waiver of any right or obligation of any Issuing Bank or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of any Issuing Bank shall be effective without the written concurrence of such Issuing Bank, and (iv) no amendment, modification, termination or waiver of any condition set forth in Section 3.2 (including without limitation any waiver of an Event of Default or Potential Event of Default for the purpose of satisfying the conditions of such sections, even though such Event of Default or Potential Event of Default may be waived by the Required Lenders for other purposes) with respect to the making of a Revolving Loan or issuing a Letter of Credit shall be effective without the

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written concurrence of the Supermajority Lenders. The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.6 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower.

Section 9.7. Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of an Event of Default or Potential Event of Default if such action is taken or condition exists.

Section 9.8. Notices.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing addressed to the respective party as set forth below or on Schedule 2.1 and may be personally served, telexed, or sent by telefacsimile, overnight courier service or United States mail and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Eastern Standard Time or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, two days after delivery to such courier properly addressed; or (d) if delivered by United States mail, three Business Days after deposit in the United States mail, with postage prepaid and properly addressed; provided, however, that notices to the Administrative Agent shall not be effective until received.

If to the Administrative Agent, DBAG or DBSI:

c/o Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Telecopy: (212) 797-5692

If to the Borrower:

Switch & Data Holdings, Inc.

1715 N. Westshore Blvd., Suite 650

Tampa, FL 35607

Attention: Chief Financial Officer

Telecopy: (813) 207-7802

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or to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

Section 9.9. Survival of Representations, Warranties and Agreements.

A. All representations, warranties, covenants and agreements made herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the execution and delivery of this Agreement and the making of the Loans.

B. Notwithstanding anything in this Agreement or implied by law to the contrary, (i) the agreements of the Borrower set forth in Sections 2.2.J, 2.6.D, 2.7, 9.2, 9.3 and 9.4 and the agreements of the Lenders set forth in Sections 8.2.C, 8.4, and 9.5 shall survive the payment of the Loans and the reimbursement of any amounts drawn thereunder, and the termination of this Agreement, and (ii) amounts which are payable under the Sections listed in clause (i) of this paragraph under the Original Credit Agreement shall continue to be payable, for the benefit of the current Lenders and all former Lenders, as applicable, under this Second Amended and Restated Credit Agreement.

Section 9.10. Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 9.11. Marshaling; Payments Set Aside.

Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for the benefit of the Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

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Section 9.12. Severability.

In case any provision in or obligation under this Agreement or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 9.13. Obligations Several; Independent Nature of the Lenders’ Rights.

The obligations of the Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitments of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a Joint Venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

Section 9.14. Effectiveness.

This Agreement shall become effective, and the Original Credit Agreement shall be amended and restated, on the Effective Date.

Section 9.15. Headings.

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 9.16. Governing Law; Entire Agreement.

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 9.17. Successors and Assigns.

This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lenders (it being understood that the Lenders’ rights of assignment are subject to Section 9.1). None of the Borrower’s rights or obligations hereunder nor any interest therein may be assigned or delegated by the Borrower without the prior written consent of all the Lenders.

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Section 9.18. Consent to Jurisdiction and Service of Process.

All judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any other Loan Document, or any obligations thereunder, may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By executing and delivering this Agreement or an Assignment Agreement, each party irrevocably:

(i) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts;

(ii) waives any defense of forum non conveniens;

(iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to its address provided in accordance with Section 9.8 or an Assignment Agreement;

(iv) with respect to the Borrower, agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over the Borrower in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect;

(v) with respect to the Borrower, agrees that Lenders retain the right to serve process in any other manner permitted by law or to bring proceedings against the Borrower in the courts of any other jurisdiction; and

(vi) agrees that the provisions of this Section 9.18 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law Section 5-1402 or otherwise.

Section 9.19. Waiver of Jury Trial.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.19 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS

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WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 9.20. Limited Recourse.

There shall be full recourse to the members of the Borrower Group for the liabilities of the members of the Borrower Group under this Agreement and the other Loan Documents, but in no event shall any holder of any equity interest in the Parent (or any officer or director of such holder or any officer or director of any member of the Borrower Group, in its capacity as such) be personally liable or obligated for such liabilities of the members of the Borrower Group except to the extent set forth in any Loan Document to which it is a party.

Section 9.21. Limitation of Liability.

No claim shall be made by the Borrower or any of its Affiliates against any of the Agents, the Lead Arranger, any of the Lenders or any of their Affiliates, directors, employees, attorneys or agents for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement, the other Loan Documents, the Material Contracts or any act or omission or event occurring in connection therewith, and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.22. Satisfaction.

Upon the indefeasible payment (whether in Cash and/or other consideration which is satisfactory to the Lenders in their sole discretion) and performance in full of the Obligations and termination of all of the Commitments hereunder, and the termination of all Interest Rate Agreements to which any Secured Party is a party (i) each of the Collateral Documents and the security interest created thereby shall terminate and (ii) upon written request of the Borrower, the Administrative Agent shall execute and deliver to the Borrower, at the Borrower’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, all certificates, representations or evidences of the Pledged Shares (as defined in the Pledge Agreements) together with all other Pledged Collateral (as defined in the Pledge Agreements) held by the Administrative Agent under any of the Collateral Documents and such documents as the Borrower shall reasonably request to evidence such termination, and the Borrower shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s and the Secured Parties’ liabilities and Obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 9.23. Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by different parties

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hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. A facsimile of an executed counterpart shall have the same effect as the original executed counterpart.

Section 9.24. Confidentiality.

In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agents, the Issuing Bank and the Lenders (each a “Recipient”), written information which is identified to the Recipient in writing when delivered as confidential (such information, other than any such information which (i) was publicly available or otherwise known to the Recipient at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient, or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient shall maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to freely exchange such Confidential Information with current or prospective participants in, assignees of, or counterparties (or their advisors) to any swap, securitization or derivative transaction referencing the Recipient’s position herein, but the Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such prospective participant’s, assignee’s or counterparty’s entering into a written agreement as to confidentiality that is similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required or requested:

(i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities;

(ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation;

(iii) otherwise as required by law; or

(iv) in order to protect its interest or its rights or remedies hereunder or under the other Loan Documents.

(v) In the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

Notwithstanding anything herein to the contrary, the Administrative Agent and each Lender may disclose to any Persons any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreement, and all materials of any kind, including opinions or other tax analyses, that are provided to the Administrative Agent or any Lender relating to such tax treatment and tax structure.

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Section 9.25. Amounts in Canadian Dollars; Judgment Currency.

(a) Any limitation or amount that is referred to herein with respect to the Canadian Subsidiaries that is denominated herein in Dollars which is received or paid by a Canadian Subsidiary in Canadian Dollars, including any distribution of income to another member of the Borrower Group that is to be included in the Consolidated Net Income of the Borrower and its Subsidiaries pursuant to clause (iii) of the definition of Consolidated Net Income, shall be valued for the purposes hereof at the Dollar Equivalent of such Canadian Dollar amount on the date that such amount is received or paid by such Canadian Subsidiary (i.e. with respect to the amounts included in Consolidated Net Income pursuant to clause (iii) of the definition thereof, the Dollar Equivalent on the date of the payment of the applicable amount to another member of the Borrower Group).

(b) Borrower waives any right it may have in any jurisdiction to pay any amount with respect to the Obligations in a currency other than Dollars. Notwithstanding the foregoing, if, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent permitted by applicable Legal Requirements, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency on the Business Day preceding that on which final judgment is given. The obligations of the Borrower in respect of any sum due from them to the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that, on the Business Day following receipt thereof by the Administrative Agent, the Administrative Agent may in accordance with normal banking procedures purchase Dollars with such other currency in which judgment was rendered; if the amount of Dollars, so purchased exceeds the sum originally due to the Administrative Agent in the former currency, the Administrative Agent agrees to remit to the Borrower such excess.

Section 9.26. USA Patriot Act Notice.

Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub.L.107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC., as Borrower
By:	/s/ George A. Pollock, Jr.
Name:	George A. Pollock, Jr.
Title:	Treasurer

Signature Page to Third Amended and Restated Credit Agreement

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:	/s/ Anca Trifan
Name:	Anca Trifan
Title:	Director
By:	/s/ Diane F. Rolfe
Name:	Diane F. Rolfe
Title:	Vice President
DEUTSCHE BANK SECURITIES, INC., as Lead Arranger
By:	/s/ Edward Bryant
Name:	Edward Bryant
Title:	Vice President
By:	/s/ Yvonne Preil
Name:	Yvonne Preil
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

BNP PARIBAS, as Co-Syndication Agent and Lead Arranger
By:	/s/ Ola Anderssen
Name:	Ola Anderssen
Title:	Director
By:	/s/ Stephanie Rogers
Name:	Stephanie Rogers
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE as Co-Documentation Agent
By:	/s/ George Knight
Name:	George Knight
Title:	Canadian Imperial Bank of Commerce Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

ROYAL BANK OF CANADA as Co-Documentation Agent
By:	/s/ Mark Narbey
Name:	Mark Narbey
Title:	Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

CIT LENDING SERVICES CORPORATION as Co-Syndication Agent
By:	/s/ Joseph Junda
Name:	Joseph Junda
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

LENDERS:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Anca Trifan
Name:	Anca Trifan
Title:	Director
By:	/s/ Diane F. Rolfe
Name:	Diane F. Rolfe
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

BNP PARIBAS
By:	/s/ Ola Anderssen
Name:	Ola Anderssen
Title:	Director
By:	/s/ Stephanie Rogers
Name:	Stephanie Rogers
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

CIT Lending Services Corporation
By:	/s/ Joseph Junda
Name:	Joseph Junda
Title:	Vice President

Signature Page to Third Amended and Restated Credit Agreement

Royal Bank of Canada
By:	/s/ Mark Narbey
Name:	Mark Narbey
Title:	Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

CIBC, Inc.
By:	/s/ George Knight
Name:	George Knight
Title:	Authorized Signatory CIBC Inc.

Signature Page to Third Amended and Restated Credit Agreement

GSC PARTNERS CDO FUND II, LIMITED
By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
Name:	Seth Katzenstein
Title:	Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

GSC PARTNERS CDO FUND III, LIMITED
By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
Name:	Seth Katzenstein
Title:	Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

GSC PARTNERS CDO FUND IV, LIMITED
By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
Name:	Seth Katzenstein
Title:	Authorized Signatory

Signature Page to Third Amended and Restated Credit Agreement

A3 FUNDING LP
By:   A3 Fund Management LLC,          its General Partner
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President

Signature Page to Third Amended and Restated Credit Agreement

A4 FUNDING LP
By:   A4 Fund Management Inc.,          its General Partner
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President

Signature Page to Third Amended and Restated Credit Agreement

ABLECO FINANCE LLC
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President

Signature Page to Third Amended and Restated Credit Agreement

SCHEDULE 6.6

FINANCIAL COVENANTS

A. Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Leverage Ratio shall not exceed the ratios set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	4.50 to 1.00
June 30, 2007	4.25 to 1.00
September 30, 2007	4.00 to 1.00
December 31, 2007	3.75 to 1.00
March 31, 2008	3.50 to 1.00
June 30, 2008	3.25 to 1.00
September 30, 2008, and December 31, 2008	3.00 to 1.00
March 31, 2009 and thereafter	1.75 to 1.00

B. First Lien Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the First Lien Consolidated Leverage Ratio shall not exceed the ratios set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	3.25 to 1.00
June 30, 2007	3.00 to 1.00
September 30, 2007	2.75 to 1.00

Fiscal Quarter Ending	Ratio
December 31, 2007 and March 31, 2008	2.50 to 1.00
June 30, 2008 and September 30, 2008	2.25 to 1.00
December 31, 2008 and thereafter	2.00 to 1.00

C. Consolidated Interest Coverage Ratio. As of the last day of each Fiscal Quarter, Consolidated Interest Coverage Ratio shall not be less than the ratios set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005 and March 31, 2006	2.50 to 1.00
June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007	2.40 to 1.00
September 30, 2007	2.50 to 1.00
December 31, 2007 and March 31, 2008	2.75 to 1.00
June 30, 2008 and thereafter	3.00 to 1.00

D. Consolidated Fixed Charge Coverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Fixed Charge Coverage Ratio shall not be less than the ratio set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005 March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008 June 30, 2008 and September 30, 2008	1.00 to 1.00
December 31, 2008 and March 31, 2009	1.25 to 1.00
June 30, 2009 and thereafter	1.50 to 1.00

SCHEDULE 1.1.A

COLOCATION FACILITIES

No.	Entity Name	City
1.	Switch & Data AZ One LLC	Phoenix, AZ
2.	Switch & Data CA One LLC	Los Angeles, CA
3.	Switch & Data CA Two LLC	San Jose, CA
4.	Switch and Data CA Nine LLC	Palo Alto, CA
5.	Switch & Data CO One LLC	Englewood, CO
6.	Switch & Data FL One LLC	Miami, FL
7.	Switch & Data FL Two LLC	Tampa, FL
8.	Switch and Data FL Seven LLC	Miami, FL
9.	Switch & Data GA One LLC	Atlanta, GA
10.	Switch and Data GA Three LLC	Atlanta, GA
11.	Switch & Data IL One LLC	Chicago, IL
12.	Switch and Data IL Four LLC	Chicago, IL
13.	Switch & Data IN One LLC	Indianapolis, IN
14.	Switch & Data MA One LLC	Waltham, MA
15.	Switch & Data MI One LLC	Southfield, MI
16.	Switch & Data MO One LLC	St. Louis, MO
17.	Switch & Data MO Two LLC	Kansas City, MO
18.	Switch & Data NY One LLC	New York, NY
19.	Switch and Data NY Four LLC	Buffalo, NY
20.	Switch and Data NY Five LLC	New York, NY
21.	Switch & Data OH One LLC	Cleveland, OH
22.	Switch & Data PA Two LLC	Pittsburgh, PA
23.	Switch and Data PA Three LLC	Philadelphia, PA
24.	Switch and Data PA Four LLC	Philadelphia, PA
25.	Switch & Data TN Two LLC	Nashville, TN
26.	Switch and Data TX Five LP	Dallas, TX
27.	Switch & Data TX One LLC	Dallas, TX
28.	Switch & Data VA One LLC	Vienna, VA
29.	Switch & Data VA Two LLC	Reston, VA
30.	Switch and Data VA Four LLC	Vienna, VA
31.	Switch & Data WA One LLC	Seattle, WA
32.	Switch and Data WA Three LLC	Seattle, WA
33.	Switch & Data/NY Facilities Company LLC	New York, NY

Schedule 1.1.A-1

SCHEDULE 1.1.B

COLOCATION LEASES

No.	Entity	Address	Landlord	Lease Date
1.	Switch & Data AZ One LLC	3110 North Central Avenue Phoenix, AZ 85012	Mall SPE, LLC (subsidiary of Park Central Mall, LLC)	February 23, 2000
2.	Switch & Data CA One LLC	The Garland Center 1200 West 7th Street Lower Level 1-120 Los Angeles, CA 90071	Wells Fargo Bank	November 1, 1998
3.	Switch & Data CA Two LLC	534 Stockton Avc, 1st Floor San Jose, CA 95126-2430	Kosich Construction Co. LP	effective as of August 22, 1999
4.	Switch and Data CA Nine LLC	529 Bryant Street Palo Alto, CA 94301	529 Bryant Street Partners	January 31, 2005
5.	Switch & Data CO One LLC	9706 E. Easter Avenue, Suite 150 Englewood, CO 80112	9706 LLC	May 20, 2000
6.	Switch & Data FL One LLC	1 NE 1st Street, 5th Floor Miami, FL 33132	Metromall Partners, Ltd.	June 29, 1999
7.	Switch & Data FL Two LLC	655 N. Franklin Street, #1000 Tampa, FL 33602	TWC Fifty-Eight, Ltd.	December 15, 1999
8.	Switch & Data FL Four LLC	326 Fern Street 5th & 6th Floors West Palm Beach, FL 33401	TQ West Palm Beach LLC	August 31, 2000
9.	Switch and Data FL Seven LLC	36 NE 2nd Street, Suite 120 Miami, FL 33132	Global Miami Acquisition Company	May 1, 1999
10.	Switch & Data GA One LLC	56 Marietta Street, 6th Floor Atlanta, GA 30303	Colo Properties Atlanta LLC	May 7, 1999

Schedule 1.1.B-1

No.	Entity	Address	Landlord	Lease Date
11.	Switch and Data GA Three LLC	56 Marietta Street, 5th Flr Atlanta, GA 30303	Colo Properties Atlanta LLC	Original Lease January 13, 2002; Sublease March 13, 2003
12.	Switch & Data IL One LLC	427 S. LaSalle, 4th Fl #405 Chicago, IL 60605	427 S. LaSalle LLC	October 20, 1999
13.	Switch & Data IL Four LLC	600 South Federal Street Printer’s Square, Suite 700 Chicago, IL 60605	Waterton Printer’s Square LLC	March 1, 2002
14.	Switch & Data IN One LLC	701 West Henry Street Indianapolis, IN 46225	Indy Telcom Center, Inc.	November 5, 1999
15.	Switch & Data LA One LLC	1340 Poydras Street New Orleans, LA 70112	Continental Poydras Corp.	May 26, 2000
16.	Switch & Data MA One LLC	74-76 West Street Waltham, MA 02451-1110	Atlantic-Waltham Realty LLC	December 17, 1999
17.	Switch & Data MI One LLC	24660 Lahser Road Southfield, MI 48034-3239	Ten Lahser, LLC	December 30, 1999
18.	Switch & Data MO One LLC	210 N. Tucker Street, Suite 400 St. Louis, MO 63101	Bandwidth Exchange Buildings LLC	December 8, 1999
19.	Switch & Data MO Two LLC	1025 Grand Avenue Kansas City, MO 64106-2224	Historic Grand LLC	February 11, 2000
20.	Switch & Data NY One LLC	65 Broadway, 3rd Floor New York, NY 10006	65 Broadway Co., LLC	October 18, 1999
21.	Switch and Data NY Four LLC	350 Main Street Main Place Tower, Suite 1709 Buffalo, NY 14202	Loeb Partners Realty	350 Main St – February 14, 2001; 390 Main St – September 8, 2004
22.	Switch and Data NY Five LLC	60 Hudson Street, Suite 1904 New York, NY 10013	Hudson Telegraph Associates	16th Floor – March 30, 1990; 19th Floor – November     , 1997

Schedule 1.1.B-2

No.	Entity	Address	Landlord	Lease Date
23.	Switch & Data OH One LLC	1255 Euclid Avenue Cleveland, OH 44115	Sterling Telecom Office Building LLC	February 24, 2000
24.	Switch & Data PA Two LLC	100 South Commons, #126 Pittsburgh, PA 15212	Allegheny Center Associates	June 21, 2000
25.	Switch and Data PA Three LLC	3701 Market Street Philadelphia, PA	3701 University City Science Center Associates, LP	September 1, 2000
26.	Switch and Data PA Four LLC	401 N. Broad Street Philadelphia, PA 19130	Callowhill Management, Inc./Benlo LLC	February    , 1998
27.	Switch & Data TN Two LLC	147 4th Avenue North Nashville, TN 37219	SunTrust Bank	July 25, 2000
28.	Switch & Data TX One LLC	4101 & 4107 Bryan St., 1st FL Dallas, TX 75204	Willow Building 3800, Ltd	effective as of July 1, 1999
29.	Switch & Data TX One LLC	4109 Bryan Street, 1st. FL Dallas, TX 75204	Mrs. Rosie Ventura	April 18, 1999
30.	Switch and Data TX Five LP	1950 Stemmons Fway, Suite 1039A Dallas, TX 75207	Informant-Dallas, LP	March 13, 2003
31.	Switch and Data Toronto Ltd.	151 Front St., West, Suite 706 Toronto, ON M5J 2NI	151 Front Street West Holding Ltd.	December 19, 1995
32.	Switch & Data VA One LLC	8502-A Tyco Road, 1st Floor Vienna, VA 22182	Tyco Road Limited Partnership	May 4, 1999
33.	Switch & Data VA Two LLC	11513, 11515, 11517, 11519 Sunset Hills Road Fairfax Co. Reston, VA 20190	Solus, LLC	November 1, 1999
34.	Switch and Data VA Four LLC	7990 Science Applications Ct. Vienna, VA 22182	Campus Point Realty Corporation II	September 10, 1999

Schedule 1.1. B-3

No.	Entity	Address	Landlord	Lease Date
35.	Switch & Data WA One LLC	Westin Bldg., 13th Floor 2001 Sixth Avenue Seattle, WA 98121	Sixth & Virginia Properties	June 23, 1999 (Expansion – May 24, 2000)
36.	Switch and Data WA Three LLC	2001 6th Avenue, Suite 1200 Seattle, WA 98121	Sixth & Virginia Properties	6th Ave – September 1, 1999 (original lease); 3rd Ave – March 23, 2004
37.	Switch & Data/NY Facilities Company LLC	111 8th Avenue, 5th & 15th Floor New York, NY 10011	111 Chelsea Commerce LP	June 30, 1998
38.	Switch & Data/NY Facilities Company LLC	111 8th Avenue, 7th Floor New York, NY	111 Chelsea Commerce LP	June 30, 1998

Schedule 1.1. B-4

SCHEDULE 1.1.D

PERMITTED INVESTMENTS

1) Investment in Subsidiaries and Unrestricted Subsidiaries.

2) Investments held in Securities Account shown on Schedule 4.6.

Schedule 1.1. D-1

SCHEDULE 1.1.E

PERMITTED LIENS

1. IKON Office Solutions/IOS Capital Copier Lease for the Tampa, Florida headquarters Financing Statement Form UCC-1 filed in Florida October 16, 2000. Copier lease expires 2005.

2. SunTrust Bank for specific equipment, property and assets scheduled for Nashville, TN site Form UCC-1 filed in Tennessee February 20, 2004 (permitted landlord lien).

3. Violet Realty, Inc. for the 350 Main Street Lease, Buffalo, NY Form UCC-1 filed in New York June 9, 2004 (permitted landlord lien).

4. Wells Fargo Financial Leasing for Switch & Data Facilities Company LLC filed in Delaware on November 12, 2002 for specific property (copier).

5. American Express Business Finance for Switch & Data Facilities Company LLC filed in Delaware on December 8, 2004 for certain equipment and property relating to specific lease agreement (for copier).

Schedule 1.1. E-1

SCHEDULE 2.1

TERM LOAN LENDERS’

TERM LOAN COMMITMENTS

Term Loan Lender	Term Loan Commitment
DEUTSCHE BANK AG NEW YORK BRANCH	$	45,000,000.00
Total:	$	45,000,000.00

Schedule 2.1-1

SCHEDULE 3.1.A

PLEDGED ACCOUNTS

None.

Schedule 3.1.A-1

SCHEDULE 3.1.B

BLOCKED ACCOUNTS

	Entity Name	Account Holder	Type	Account No.
1.	Switch and Data Management Company LLC	Wachovia Bank, N.A.	Operating Account	2000015215668

Schedule 3.1.B-1

SCHEDULE 4.1.C

CAPITAL STRUCTURE

Active Subsidiaries

No.	Company	Ownership	Relationship
1.	Switch & Data Holdings, Inc. (“SD Holdings”)	100% owned by SDFC Inc.	Borrower
2.	Switch & Data Facilities Company, Inc. (“SDFC Inc.”)	Parent Company	Parent Company
3.	Switch & Data AZ One LLC	100% owned by SDFC LLC	Restricted Subsidiary
4.	Switch & Data CA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
5.	Switch & Data CA Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
6.	Switch and Data CA Nine LLC	100% owned by SDOC LLC	Restricted Subsidiary
7.	Switch & Data CO One LLC	100% owned by SDFC LLC	Restricted Subsidiary
8.	Switch and Data Communications LLC	100% owned by SDOC LLC	Restricted Subsidiary
9.	Switch and Data Enterprises, Inc. (“SD Enterprises”)	100% owned by SD Holdings	Restricted Subsidiary
10.	Switch & Data Facilities Company LLC (“SDFC LLC”)	100% owned by SD Enterprises	Restricted Subsidiary
11.	Switch & Data FL One LLC	100% owned by SDFC LLC	Restricted Subsidiary
12.	Switch & Data FL Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
13.	Switch & Data FL Four LLC	100% owned by SDFC LLC	Restricted Subsidiary
14.	Switch and Data FL Seven LLC	100% owned by SDOC LLC	Restricted Subsidiary
15.	Switch & Data GA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
16.	Switch and Data GA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
17.	Switch & Data IL One LLC	100% owned by SDFC LLC	Restricted Subsidiary
18.	Switch and Data IL Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
19.	Switch and Data IL Five LLC	100% owned by SDOC LLC	Restricted Subsidiary
20.	Switch & Data IN One LLC	100% owned by SDFC LLC	Restricted Subsidiary
21.	Switch & Data LA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
22.	Switch & Data MA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
23.	Switch and Data Management Company LLC	100% owned by SD Enterprises	Restricted Subsidiary
24.	Switch & Data MI One LLC	100% owned by SDFC LLC	Restricted Subsidiary
25.	Switch & Data MO One LLC	100% owned by SDFC LLC	Restricted Subsidiary
26.	Switch & Data MO Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
27.	Switch & Data NY One LLC	100% owned by SDFC LLC	Restricted Subsidiary
28.	Switch & Data/NY Facilities Company LLC	100% owned by SDOC LLC	Restricted Subsidiary
29.	Switch and Data NY Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
30.	Switch and Data NY Five LLC	100% owned by SDOC LLC	Restricted Subsidiary
31.	Switch & Data OH One LLC	100% owned by SDFC LLC	Restricted Subsidiary
32.	Switch and Data Operating Company LLC (“SDOC”)	100% owned by SD Enterprises	Restricted Subsidiary
33.	Switch & Data PA Two LLC	100% owned by SDFC LLC	Restricted Subsidiary

Schedule 4.1.C-1

No.	Company	Ownership	Relationship
34.	Switch and Data PA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
35.	Switch and Data PA Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
36.	Switch & Data TN Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
37.	Switch and Data Toronto Ltd.	100% owned by Switch and Data Enterprises Inc.	Restricted Subsidiary
38.	Switch and Data Dallas Holdings I LLC	100% owned by SDOC LLC	Restricted Subsidiary
39.	Switch and Data Dallas Holdings II LLC	100% owned by SDOC LLC	Restricted Subsidiary
40.	Switch & Data TX One LLC	100% owned by SDFC LLC	Restricted Subsidiary
41.	Switch and Data TX Five LP	•     Switch and Data Dallas Holdings I LLC holds 1% of the units as the General Partner •     Switch and Data Dallas Holdings II LLC holds 99% of the units as a limited partner	Restricted Subsidiary
42.	Switch & Data VA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
43.	Switch & Data VA Two LLC (“SD VA Two”)	100% owned by SDFC LLC	Restricted Subsidiary
44.	Switch and Data VA Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
45.	Switch & Data WA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
46.	Switch and Data WA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
47.	Switch & Data (Europe) ApS (“SD Europe”)	100% owned by SD Holdings	Unrestricted Subsidiary
48.	Telx Acquisition, Inc.	100% owned by SDOC LLC	Restricted Subsidiary

Defunct Subsidiaries

No.	Company
1.	ColoServ, LLC
2.	Switch & Data Acquisition Company, LLC
3.	Switch and Data Acquisition Company, Inc.
4.	Switch & Data AR One LLC
5.	Switch & Data AZ Two LLC
6.	Switch & Data CA Three LLC
7.	Switch & Data CA Four LLC
8.	Switch and Data CA Five LLC
9.	Switch & Data CA Six LLC
10.	Switch & Data CA Seven LLC
11.	Switch & Data CA Eight LLC
12.	Switch and Data CA Ten LLC
13.	Switch & Data CO Two LLC
14.	Switch & Data CT One LLC
15.	Switch & Data CT Two LLC
16.	Switch & Data CT Three LLC

Schedule 4.1.C-2

No.	Company
17.	Switch and Data Facilities Corp.
18.	Switch & Data Facilities (Milan) S.p.A.
19.	Switch & Data Facilities Site Two, L.P.
20.	SD Philadelphia LLC
21.	Switch and Data FL Three LLC
22.	Switch & Data FL Five LLC
23.	Switch & Data FL Six LLC
24.	Switch & Data GA Two LLC
25.	Switch & Data IA One LLC
26.	Switch and Data IL Two LLC
27.	Switch & Data IL Three LLC
28.	Switch & Data KY One LLC
29.	Switch & Data MI Two LLC
30.	Switch & Data MN One LLC
31.	Switch & Data NC One LLC
32.	Switch & Data NC Two LLC
33.	Switch & Data NE One LLC
34.	Switch & Data Nevada Holdings Inc.
35.	Switch & Data NJ One LLC
36.	Switch & Data NM One LLC
37.	Switch & Data NY Two LLC
38.	Switch & Data NY Three LLC
39.	Switch and Data NV One LLC
40.	Switch & Data OH Two LLC
41.	Switch and Data OH Three LLC
42.	Switch & Data OK One LLC
43.	Switch & Data OK Two LLC
44.	Switch & Data OR One LLC
45.	Switch and Data Southwest, Inc.
46.	Switch and Data TN One LLC
47.	Switch & Data TX Two LLC
48.	Switch & Data TX Three LLC
49.	Switch & Data TX Four LLC
50.	Switch and Data TX Six LLC
51.	Switch & Data Texas Holdings LLC
52.	Switch & Data Texas Partners, L.P.
53.	Switch & Data UT One LLC
54.	Switch & Data VA Three LLC
55.	Switch & Data WA Two LLC
56.	Switch & Data WI One LLC
57.	Switch & Data Facilities (Germany) GmbH

Schedule 4.1.C-3

No.	Company
58.	Switch and Data Facilities UK, Ltd.
59.	LayerOne Acquisition, Inc.
60.	LayerOne Holdings, Inc.
61.	RACO LLC
62.	RACO International, Inc.
63.	RACO NYC, Inc.
64.	RACO Remote Access Company, Ltd.
65.	Remote Access of WNY, Inc.

Schedule 4.1.C-4

SCHEDULE 4.1.D

OPTIONS, WARRANTS, SPECIAL JUNIOR STOCK

Classes and Series

Common Stock

Series B Common Stock

Series B Convertible Preferred Stock

Series C Redeemable Preferred

Series D Redeemable Preferred Stock

Series D-1 Preferred Stock

Series D-2 Preferred Stock

Series A Special Junior Stock

Series B Special Junior Stock

Series C Special Junior Stock

* Note the Series D redeemable Preferred Stock will be redeemed with the proceeds.

Warrants and Options

1. Warrants EXPIRED

2. Switch & Data Facilities Company, Inc. has issued the following options as of December 31, 2004:

Options	Options Holder	Number of Options Issued
2003 D-2 Preferred Stock	Employees as a group	274,635
Common	Employees as a group	1,674,915
Common	Founders as a group	750,000

3. The powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the classes and series of the Company’s capital stock set forth in the Fourth Amended and Restated Certificate of Incorporation.

Schedule 4.1.D-1

SCHEDULE 4.2

GOVERNMENT ACTIONS

1. Filing of Financing Statements in Appropriate Filing Offices

• See Schedule 4.15.A.

Schedule 4.2-1

SCHEDULE 4.4

CONTINGENT OBLIGATIONS, LIABILITIES AND TAXES

1. See Schedule 4.7 regarding ongoing litigation and potential liabilities with respect thereto.

2. See Schedule 4.9 regarding potential defaults under various leases and potential liabilities with respect thereto.

Schedule 4.4-1

SCHEDULE 4.6

TITLE TO PROPERTY; LIENS; REAL PROPERTY; ACCOUNTS

1. Real Property: See Schedule 4.9 for list of real estate leases.

2. Accounts.

	Entity Name	Account Holder	Type	Account No.
1.	Switch & Data Facilities Company, Inc.	Wachovia	Operating Account	2000006662000
2.	Switch & Data Holdings, Inc.	Wachovia	Operating Account	2000014833355
3.	Switch and Data Enterprises, Inc.	Wachovia	Operating Account	2000016871988
4.	Switch and Data Enterprises, Inc.	Wachovia	Positive Pay Account	2079900474121
5.	Switch and Data Enterprises, Inc.	Wachovia	Money Manager Trust	4050000207
6.	Switch and Data Management Company LLC	Wachovia	Operating Account	2000015215668
7.	Switch and Data Management Company LLC	Wachovia	Positive Pay Account	2079900470552
8.	Switch and Data Management Company LLC	Wachovia	FSA	2000022992330
9.	Switch and Data Operating Company LLC	Wachovia	Operating Account	2000014833342
10.	Switch and Data Operating Company LLC	Wachovia	Positive Pay Account	2079900471603
11.	Switch and Data Toronto Ltd.	RBC	USD Operating Cash Account	400-994-0
12.	Switch and Data Toronto Ltd.	RBC	USD Positive Pay Account	400-995-7
13.	Switch and Data Toronto Ltd.	RBC	CAD Operating Cash Account	103-743-1
14.	Switch and Data Toronto Ltd.	RBC	CAD Positive Pay Account	103-744-9
15.	Switch & Data Facilities Company LLC	Wachovia	Master Account -Operating	2000007273540
16.	Switch & Data Facilities Company LLC	Wachovia	Controlled Disbursement Account	2079940008829

Schedule 4.6-1

	Entity Name	Account Holder	Type	Account No.
17.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Europe (ApS). This account is denominated in US dollars	3001915827
18.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Berlin (ApS). This account is denominated in US dollars	3001915835
19.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Europe (ApS). This account is denominated in Danish Krone	3001915835

Schedule 4.6-2

SCHEDULE 4.7

LITIGATION; ADVERSE FACTS

No.	Entity Name	Location
1.	Switch & Data FL Four LLC	326 Fern Street 5th & 6th Floors West Palm Beach, FL 33401
2.	Switch & Data LA One LLC	1340 Poydras Street New Orleans, LA 70112

I. Continental Poydras Corporation v. Switch & Data LA One, L.L.C. a Delaware Limited Liability Company, Switch & Data Facilities Company LLC, a Delaware Limited Liability Company, Case No. 2001-17831

• Breach of Contract regarding lease agreement for our New Orleans, LA facility. Tenant notified landlord that it was terminating the lease due to landlord’s failure to reimburse tenant for tenant’s demolition costs which costs tenant claimed were reimbursable under the lease. Plaintiff denies tenant had a right to terminate the lease and is seeking damages for tenant’s alleged lease default. SDFC guarantied tenant’s obligations under the lease up to a maximum amount of 1,000,000. Tenant answered and counterclaimed for reimbursement of demolition costs in the approximate amount of $350,000. Plaintiff offered to settle its claim for $530,000. After being dormant for about a year, Plaintiff filed some discovery requests in the Fall of 2003 and SDFC replied. No additional activity has occurred. It is believed that the discovery request was simply to keep from being dismissed for lack of prosecution. Louisiana court should dismiss for lack of prosecution in three years or August 2006.

II. Joseph H. Suppers. Jr., et al v Switch & Data FL Four LLC, Switch & Data Facilities Company LLC, a Delaware Limited Liability Company, et al., Case No. CA02-5293AF

• Breach of Contract regarding lease agreement for a proposed facility in West Palm Beach, FL. Plaintiff is seeking judgment against tenant and a number of related entities and persons for tenant’s lease default and alleged fraudulent conduct for damages in excess of $15,000,000. SDFC did not guaranty the lease. Plaintiff is seeking to pierce the limited liability company veil and hold SDFC liable for alleged fraudulent conduct. Plaintiff sold the building for substantially more than the purchase price in the summer of 2005. The Fourth Amended Complaint was filed September 22, 2005. Discovery is proceeding and Switch and Data is filing numerous dispositive motions. Trial would likely be scheduled in the summer of 2006 if the parties are unable to reach a reasonable settlement.

III. See Schedule 4.9 regarding potential defaults under various leases.

Schedule 4.7-1

SCHEDULE 4.9

MATERIAL CONTRACTS

Real Estate Leases

See Schedule 1.1.B.

Master Service Agreements (total contract value > $3 million) *

No.	S&D Customer	Contract Value Remaining
1	KMC Telecom	$4,062,000 (October 2005 forward)
2	DirecTV

* Total contract value is determined by multiplying the monthly recurring license revenue by the number of months specified in the contract. These contract values are based on all service orders under the MSA.

Other Agreements (total contract value >$3 million)

1. The Palo Alto construction contract.

Defaults under Material Contracts

1. See Litigation Schedule 4.7, which refers to various leases under which defaults may exist.

2. In July 2002, Switch & Data received a notice from the landlord under the Pittsburgh, Pennsylvania lease noting a default by Switch & Data PA Two LLC for failure to make certain improvements required by the lease. To date, landlord has taken no further action.

Schedule 4.9-1

SCHEDULE 4.9.B

SPECIFIED MATERIAL CONTRACTS

Real Estate Leases

See Schedule 1.1.B.

Master Service Agreements (total contract value > $3 million) *

No.	S&D Customer	Contract Value Remaining
1	KMC Telecom	$4,062,000 (October 2005 forward)
2	DirecTV

* Total contract value is determined by multiplying the monthly recurring license revenue by the number of months specified in the contract. These contract values are based on all service orders under the MSA.

Schedule 4.9.B-1

SCHEDULE 4.12

LABOR MATTERS

None.

Schedule 4.12-1

SCHEDULE 4.13

BROKER’S FEES

None.

Schedule 4.13-1

SCHEDULE 4.14

ENVIRONMENTAL MATTERS

None.

Schedule 4.14-1

SCHEDULE 4.15.A

FILINGS AND OTHER ACTIONS

I. Initial UCC-1 Financing Statements filed with respect to the various Loan Parties in the referenced jurisdictions

1. Switch & Data Facilities Company, Inc.

Initial Financing Statement naming Switch & Data Facilities Company, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

2. Switch & Data Holdings, Inc.

Initial Financing Statement naming Switch & Data Holdings, Inc., as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

3. Switch and Data Enterprises, Inc.

Initial Financing Statement naming Switch and Data Enterprises, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

4. Switch & Data Facilities Company LLC

Initial Financing Statement naming Switch & Data Facilities Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

5. Switch and Data Operating Company LLC

Initial Financing Statement naming Switch and Data Operating Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

6. Switch and Data Management Company LLC

Initial Financing Statement naming Switch and Data Management Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

7. Switch and Data Communications LLC

Initial Financing Statement naming Switch and Data Communications, LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

Schedule 4.15.A-1

8. Switch & Data AZ One LLC

Initial Financing Statement naming Switch & Data AZ One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

9. Switch & Data CA One LLC

Initial Financing Statement naming Switch & Data CA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

10. Switch & Data CA Two LLC

Initial Financing Statement naming Switch & Data CA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

11. Switch and Data CA Nine LLC

Initial Financing Statement naming Switch and Data CA Nine LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

12. Switch & Data CO One LLC

Initial Financing Statement naming Switch & Data CO One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

13. Switch & Data FL One LLC

Initial Financing Statement naming Switch & Data FL One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

14. Switch & Data FL Two LLC

Initial Financing Statement naming Switch & Data FL Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

15. Switch & Data FL Four LLC

Initial Financing Statement naming Switch & Data FL Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-2

16. Switch and Data FL Seven LLC

Initial Financing Statement naming Switch and Data FL Seven LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

17. Switch & Data GA One LLC

Initial Financing Statement naming Switch & Data GA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

18. Switch and Data GA Three LLC

Initial Financing Statement naming Switch and Data GA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

19. Switch & Data IL One LLC

Initial Financing Statement naming Switch & Data IL One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

20. Switch and Data IL Four LLC

Initial Financing Statement naming Switch and Data IL Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

21. Switch and Data IL Five LLC

Initial Financing Statement naming Switch and Data IL Five LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

22. Switch & Data IN One LLC

Initial Financing Statement naming Switch & Data IN One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

23. Switch & Data LA One LLC

Initial Financing Statement naming Switch & Data LA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-3

24. Switch & Data MA One LLC

Initial Financing Statement naming Switch & Data MA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

25. Switch & Data MI One LLC

Initial Financing Statement naming Switch & Data MI One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

26. Switch & Data MO One LLC

Initial Financing Statement naming Switch & Data MO One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

27. Switch & Data MO Two LLC

Initial Financing Statement naming Switch & Data MO Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

28. Switch & Data NY One LLC

Initial Financing Statement naming Switch & Data NY One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

29. Switch and Data NY Four LLC

Initial Financing Statement naming Switch and Data NY Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

30. Switch and Data NY Five LLC

Initial Financing Statement naming Switch and Data NY Five LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

31. Switch & Data/NY Facilities Company LLC

Initial Financing Statement naming Switch & Data/NY Facilities Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-4

32. Switch & Data OH One LLC

Initial Financing Statement naming Switch & Data OH One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

33. Switch & Data PA Two LLC

Initial Financing Statement naming Switch & Data PA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

34. Switch and Data PA Three LLC

Initial Financing Statement naming Switch and Data PA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

35. Switch and Data PA Four LLC

Initial Financing Statement naming Switch and Data PA Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

36. Switch & Data TN Two LLC

Initial Financing Statement naming Switch & Data TN Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

37. Switch & Data TX One LLC

Initial Financing Statement naming Switch & Data TX One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

38. Switch and Data TX Five LP

Initial Financing Statement naming Switch and Data TX Five LP, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

39. Switch and Data Dallas Holdings I LLC

Initial Financing Statement naming Switch and Data Dallas Holdings I LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-5

40. Switch and Data Dallas Holdings II LLC

Initial Financing Statement naming Switch and Data Dallas Holdings II LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

41. Switch & Data VA One LLC

Initial Financing Statement naming Switch & Data VA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

42. Switch & Data VA Two LLC

Initial Financing Statement naming Switch & Data VA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

43. Switch and Data VA Four LLC

Initial Financing Statement naming Switch and Data VA Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

44. Switch & Data WA One LLC

Initial Financing Statement naming Switch & Data WA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

45. Switch and Data WA Three LLC

Initial Financing Statement naming Switch and Data WA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

46. Telx Acquisition, Inc.

Initial Financing Statement naming Telx Acquisition, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

II. Delivery to the Administrative Agent, on behalf of the Secured Parties, of the following certificated equity interests:

1. All of Switch & Data Facilities Company, Inc.’s equity interests in Switch & Data Holdings, Inc.

Schedule 4.15.A-6

2. All of Switch & Data Holdings, Inc.’s equity interests in Switch & Data Enterprises Inc.

3. All of Switch & Data Enterprises Inc.’s equity interests in the following entities:

• Switch & Data Facilities Company LLC

• Switch and Data Operating Company LLC

• Switch and Data Management Company LLC

4. All of Switch & Data Facilities Company LLC’s equity interests in the following entities:

• Switch & Data AZ One LLC

• Switch & Data CA One LLC

• Switch & Data CA Two LLC

• Switch & Data CO One LLC

• Switch & Data FL One LLC

• Switch & Data FL Two LLC

• Switch & Data FL Four LLC

• Switch & Data GA One LLC

• Switch & Data IL One LLC

• Switch & Data IN One LLC

• Switch & Data LA One LLC

• Switch & Data MA One LLC

• Switch & Data MI One LLC

• Switch & Data MO One LLC

• Switch & Data MO Two LLC

• Switch & Data NY One LLC

• Switch & Data OH One LLC

• Switch & Data PA Two LLC

• Switch & Data TN Two LLC

• Switch & Data TX One LLC

• Switch & Data VA One LLC

• Switch & Data VA Two LLC

• Switch & Data WA One LLC

5. All of Switch and Data Operating Company LLC’s equity interests in the following:

• Switch and Data CA Nine LLC

• Switch and Data/NY Facilities Company LLC

• Switch and Data VA Four LLC

• Switch and Data WA Three LLC

• Switch and Data GA Three LLC

• Switch and Data Dallas Holdings I LLC

• Switch and Data Dallas Holdings II LLC

• Switch and Data PA Three LLC

• Switch and Data PA Four LLC

• Switch and Data FL Seven LLC

• Switch and Data Communications LLC

• Switch and Data IL Four LLC

• Switch and Data IL Five LLC

• Switch and Data NY Four LLC

• Switch and Data NY Five LLC

• Telx Acquisition, Inc.

6. All of Switch and Data Dallas Holdings I LLC’s equity interests in Switch and Data TX Five L.P.

7. All of Switch and Data Dallas Holdings II LLC’s equity interests in Switch and Data TX Five L.P.

Schedule 4.15.A-7

III. Control Agreements or Blocked Account Agreements

See Schedule 3.1A and Schedule 3. IB and Schedule 4.6 for accounts in which security interests are perfected by Control Agreements or Blocked Account Agreements.

IV. Intellectual Property

Certain filings must be made with the USPTO to perfect an interest in the trademarks.

Schedule 4.15.A-8

SCHEDULE 4.15.D

CHIEF EXECUTIVE OFFICES

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
1.	Switch and Data Operating Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
2.	Switch and Data Management Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
3.	Switch and Data Enterprises, Inc.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607	Delaware
4.	Switch & Data Holdings, Inc.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
5.	Switch & Data Facilities Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
6.	Switch & Data AZ One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	3110 North Central Avenue Phoenix, AZ 85012	Delaware
7.	Switch & Data CA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	The Garland Center 1200 West 7th Street, Lower Level 1-120 Los Angeles, CA 90071	Delaware
8.	Switch & Data CA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	534 Stockton Ave., 1st Floor San Jose, CA 95126-2430	Delaware
9.	Switch and Data CA Nine LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	529 Bryant Street Palo Alto, CA 94301	Delaware

Schedule 4.15.D-1

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
10.	Switch and Data Communications LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	2323 Bryan Street, Suite 1400 Dallas, TX 75201	Texas
11.	Switch & Data CO One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	9706 E. Easter Avenue, Suite 150 Englewood, CO 80112	Delaware
12.	Switch & Data Dallas Holdings I LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
13.	Switch & Data Dallas Holdings II LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
14.	Switch & Data FL One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1 NE 1st Street, 5th Floor Miami, FL 33132	Delaware
15.	Switch & Data FL Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	655 N. Franklin Street, #1000 Tampa, FL 33602	Delaware
16.	Switch & Data FL Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	326 Fern St., 5th and 6th Floors, West Palm Beach, FL 33401	Delaware
17.	Switch and Data FL Seven LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	36 NE Second Street, Suite 100 Miami, FL 33132	Texas
18.	Switch & Data GA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	56 Marietta Street, 6th Floor Atlanta, GA 30303	Delaware
19.	Switch and Data GA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	56 Marietta Street, 5th and 7th Floors Atlanta, GA 30303	Delaware

Schedule 4.15.D-2

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
20.	Switch & Data IL One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	427 S. LaSalle, 4th Floor, #405 Chicago, IL 60605	Delaware
21.	Switch and Data IL Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	600 South Federal Street Printer’s Square, Suite 700 Chicago, IL 60605	Delaware
22.	Switch and Data IL Five LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FI. 33607	717 South Wells Street, Suite 700 Chicago, IL (Fomer Lease Assigned)	Texas
23.	Switch & Data IN One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	701 West Henry Street Indianapolis, IN 46225	Delaware
24.	Switch & Data LA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1340 Poydras St., New Orleans, LA 70112	Delaware
25.	Switch & Data MA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	74-76 West Street Waltham, MA 02451-1110	Delaware
26.	Switch & Data Ml One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	24660 Lahser Road Southfield, MI 48034-3239	Delaware
27.	Switch & Data MO One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	210 N. Tucker Street, Suite 400 St. Louis, MO 63101	Delaware
28.	Switch & Data MO Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1025 Grand Avenue Kansas City, MO 64106-2224	Delaware
29.	Switch & Data NY One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	65 Broadway, 3rd Floor New York, NY 10006	Delaware

Schedule 4.15.D-3

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
30.	Switch & Data/NY Facilities Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	111 8th Avenue New York, NY	Delaware
31.	Switch and Data NY Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	350 Main Street Main Place Tower, Suite 1709 Buffalo, NY 14202	Delaware
32.	Switch and Data NY Five LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	60 Hudson Street, Suite 1904 New York, NY 10013	Delaware
33.	Switch & Data OH One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1255 Euclid Avenue Cleveland, OH 44115	Delaware
34.	Switch & Data PA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Alleghany Center Office Concourse Plaza Level Pittsburgh, PA 15212	Delaware
35.	Switch and Data PA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	3701 Market Street, 5th Floor Philadelphia, PA	Delaware
36.	Switch and Data PA Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	401 North Broad Street, 9th Floor Philadelphia, PA 19108	Delaware
37.	Switch & Data TN Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	147 Fourth Ave. N., 8th FL, Nashville, TN 37219	Delaware
38.	Switch and Data Toronto Ltd.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	151 Front Street West, Suite 706 Toronto, ON M5J 2N1, Canada	Ontario, Canada
39.	Switch & Data TX One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	4101& 4107 Bryan St., 1st Floor Dallas, TX 75204	Delaware

Schedule 4.15.D-4

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
40.	Switch and Data TX Five LP	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1950 Stemmons Fway, Suite 1039A Dallas, TX 75207	Delaware
41.	Switch & Data VA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	8502-A Tyco Road, 1st Floor Vienna, VA 22182	Delaware
42.	Switch & Data VA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	11513, 11515, 11517, 11519 Sunset Hills Road Fairfax Co. Reston, VA 20190	Delaware
43.	Switch and Data VA Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	7990 Science Application Ct. Vienna, VA 22182	Delaware
44.	Switch & Data WA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Westin Bldg., 13th Floor 2001 Sixth Avenue Seattle, WA 98121	Delaware
	Switch and Data WA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	2001 6th Avenue, Suite 1200 Seattle, WA 98121	Delaware
	Switch & Data (Europe) ApS	Copenhagen	Copenhagen	Denmark
	Telx Acquisition, Inc.	1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607	1715N. Westshore Blvd., Suite 650, Tampa, FL 33607	Delaware

Schedule 4.15.D-5

SCHEDULE 4.17

INTELLECTUAL PROPERTY

Owner	Registered servicemarks	Date Reg. New
Switch & Data Facilities Company LLC	“SINGLECNXT” (Reg. No. 2,777,927)	10/28/2003
Switch and Data Operating Company LLC	The “PAIX orbital X logo” (Reg. No. 2,680,021)	01/28/2003
Switch and Data Operating Company LLC	“PAIX” (Reg. No. 2,812,118)	02/10/2004
Switch & Data Facilities Company, Inc.	“SECURE CO-LOCATION POWERED BY CHOICE” (Reg. No. 2,705,900)	04/15/2003
Switch & Data Facilities Company, Inc.	“SELECTCONNECT” (Reg. No. 2,627,283)	10/01/2002
Switch & Data Holdings, Inc.	“SWITCH AND DATA” (Reg. No. 2,984,759)	08/16/2005
Switch & Data Facilities Company, Inc.	“IP EXCHANGE CENTER” (Reg. No. 2,574,692)	05/28/2002
Switch & Data Facilities Company, Inc.	“TECHSMART” (Reg. No. 2,569,329)	05/14/2002
Switch & Data Facilities Company, Inc.	“IPEC” (Reg. No. 2,687,833)	02/18/2003

Pending Service Marks

1. “Switch and Data” (International Class 42)

2. “We are the Net of the Internet”

Common Law Trademarks

1. “Peering by PAIX and the associated logo

2. “Secure.Reliable.Neutral.Connected”

3. “MetroPAIX”

4. “Virtual Network Interconnect”

5. “Switch & Data Facilities Company”

6. “Switch and Data”

Domain Names

1. “PAlX.net”

Schedule 4.17-1

2. “Peering.com”

3. “Peering.net”

4. “Peering.org”

5. “switchfacilities.com”

6. “sdfc.net”

7. “switchanddata.com”

8. “singleconnect.net”

Schedule 4.17-2

SCHEDULE 5.6

INSURANCE

Policy	Carrier	Policy Number	Policy Limits	Deductible
Package Policy	St. Paul Fire & Marine	TE06401941	Property Blanket Contents $127,566,809 Blanket Building $1,000,000 General Liability Aggregate $2,000,000 Per Occurrence $1,000,000	$75,000
Canadian Package	St. Paul Fire & Marine	UXCPC70249	Contents $2,788,920 Business Income $6,796,847 General Liability Aggregate $2,000,000 Per Occurrence $1,000,000	$10,000
Umbrella	St. Paul Fire & Marine	TE06401941	Per Occurrence and Aggregate $10,000,000	Self Insured Retention $10,000
Excess Umbrella	United National Insurance Company	TBD	$5,000,000 Excess of $10,000,000
Excess Umbrella	St. Paul Travelers	QI06400186	$5,000,000 Excess of $15,000,000
Workers Compensation	St. Paul Fire & Marine	WVA6403437	Employers Liability Limits $500,000/$500,000/$500,000
Pollution	Commerce & Industry	FPL37767132	$1,000,000 Each Loss $1,000,000 Each Policy Period	$5,000 Each Incident
Crime	National Union	3592301	Employee Theft $1,000,000 Loss In/Outside Premises $500,000	Employee Theft $10,000 Loss In/Outside Premises $5,000
Fiduciary	Federal Insurance Company	81851978	$2,000,000 Each Loss $2,000,000 Each Policy Period	$5,000 Each Claim
Directors & Officers	Navigators Insurance Company	NY04D0L872500NV	$5,000,000 Each Claim and Aggregate	$100,000 Each Insured Entity Claims $100,000 Each Securities Claims
Excess Directors and Officers	US Fire Insurance Company	55500017004	$5,000,000 Follows Form
Employment Practices Liability	Illinois Union Insurance Company	BMI20013970	$5,000,000 Each Claim and Policy Aggregate	$25,000 Each Claim

Schedule 5.6-1

Employee Plans	Provider
Health	Aetna
Dental	MetLife
Vision	Allied Eyecare
401K	American United Life Insurance Company
FSA	ADP
Life and Accident Death and Dismemberment	The Standard
Short Term Disability	The Standard
Long Term Disability	The Standard

Schedule 5.6-2

SCHEDULE 6.1

INDEBTEDNESS

Guarantees by Switch & Data Facilities Company LLC

Entity	Guarantee Amount	Guarantee Party – Landlord
Switch & Data IL One, LLC	Unconditional guarantee of all obligations	427 S. LaSalle LLC
Switch & Data LA One LLC	Payment of rent for original 10 year term of lease - maximum $1,000,000.	Continental Poydras Corp.
Switch & Data MI One, LLC	Full obligations of the lease	Ten Lahser, LLC

Guarantees by Switch & Data Facilities Company. Inc.

Entity	Guarantee Amount	Guarantee Party – Landlord
Switch and Data CA Nine, LLC	All lease obligations	529 Bryant St. Partners L.P.
Switch and Data VA Four, LLC	All lease obligations	Campus Point Realty Corporation II

Guarantees by Switch and Data Operating Company LLC

Entity	Guarantee Amount	Guarantee Party – Landlord
Switch and Data TX Five LP	$750,000 for 36 months subject to earlier reduction if EBITDA targets met (expires March 13, 2006)	1950 Stemmons Asset Acquisition I, L.P. (Informart - Dallas)

Preferred Stock of Switch & Data Facilities Company, Inc.

US intercompany debt

All US intercompany debt eliminates upon consolidation.

Schedule 6.1-1

SCHEDULE 6.6

FINANCIAL COVENANTS

Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Leverage Ratio shall not exceed the ratios set forth below:

Fiscal Quarter Ending	Ratio
December 31,2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	4.80 to 1.00
June 30, 2007	4.50 to 1.00
September 30, 2007	4.25 to 1.00
December 31, 2007	4.00 to 1.00
March 31, 2008	3.75 to 1.00
June 30, 2008	3.50 to 1.00
September 30, 2008, and December 31, 2008	3.25 to 1.00
March 31, 2009	3.00 to 1.00
June 30, 2009 and thereafter	2.75 to 1.00

Schedule 6.6-1

SCHEDULE 6.12

TERMINATION OF MATERIAL CONTRACTS

KMC has given notice that they will not be renewing their contracts as they expire.

And any other Material Contract that expires pursuant to it own terms.

Schedule 6.12-1

EXHIBIT A

[FORM OF ASSIGNMENT AGREEMENT]¹

Date                             ,         

This Assignment Agreement (this “Assignment”), is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each an] “Assignor”) and [the] [each] Assignee identified in [item 2] [item 3] below ([the] [each an] “Assignee”). [It is understood and agreed that the rights and obligations of such Assignee [Assignor] hereunder are several and not joint.] Capitalized terms used herein but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases and assumes from [the] [each such] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (the “Assigned Interest”). [Each] [Such] sale and assignment is without recourse to [the] [each such] Assignor and, except as expressly provided in this Assignment, without representation or warranty by [the] [each such] Assignor.

1.      Assignor:	______________________________________
[2.    Assignee:	_____________________________________]2
[2][3] Credit Agreement:	Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., a Delaware corporation, the financial institutions from time to time party thereto as term loan lenders, Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, and others party thereto.

¹ This Form of Assignment Agreement should be used by for an assignment to or from a single Assignee or to or from funds managed by the same or related investment managers.

² Item 1 and Item 2 should be filled in as appropriate. In the case of an assignment to or from funds managed by the same or related investment managers, the Assignees or Assignors should be listed in bracketed item 3 as applicable.

Exhibit A-1

[3. Assigned Interest:³

Assignee	Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned
[Name of Assignee]		_____________	_____________
[Name of Assignee]		_____________	_____________

[4. Assigned Interest:⁴

Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders		Amount of Commitment/Loans Assigned
	$	_____________	$	_____________

Effective Date                              , 200_

³ Insert this chart if this Form of Assignment Agreement is being used for assignment to or from funds managed by the same or related investment managers.

⁴ Insert this chart if this Form of Assignment Agreement is being used by a Lender for an assignment to a single Assignee.

Exhibit A-2

ASSIGNOR INFORMATION
Payment Instructions:
Notice Instructions:	Reference:
ASSIGNEE INFORMATION
Payment Instructions:
	Reference:
	Reference:
Notice Instructions:
	Reference:

Exhibit A-3

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR		ASSIGNEE
[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]5
By:		By:
	Name:		Name:
	Title:		Title:
[Additional Signature lines as necessary]			[Additional Signature lines as necessary]
By:		By:
	Name:		Name:
	Title:		Title:
[Consented to and]6 Accepted:
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

SWITCH & DATA HOLDINGS, INC.6,
By:
	George A. Pollock, Jr.
	Treasurer

⁵ Add additional signature blocks, as needed, if this Form of Assignment Agreement is being used by funds managed by the same or related investment managers.

⁶ Insert only if assignment is being made to an Assignee other than an Affiliate or another Term Loan Lender or an Approved Fund, unless (a) during the forty-five (45) day period following the Closing Date or (b) after the occurrence or during the continuance of an Event of Default or Potential Event of Default.

Exhibit A-4

ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

ANNEX I

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1. Assignor. [Each] [The] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document delivered pursuant thereto, other than this Assignment, or any collateral thereunder, (iii) the financial condition of the Company or any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documents.

1.2. Assignee. [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision and (v) has sent to Company if required to be delivered to Company or attached to this Assignment if required to be delivered to Administrative Agent any documentation required to be delivered by it to Company and/or Administrative Agent pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan

Exhibit A-5

Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payment. Subject to the terms of the Credit Agreement, from and after the Effective Date, the Administrative Agent shall make all payment in respect to the Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [each such] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

Exhibit A-6

EXHIBIT B

[FORM OF CERTIFICATE REGARDING NON-BANK STATUS]

[Letterhead of Non-US Lender]

Certificate Date:                                  , 20        

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Re: Switch & Data Holdings, Inc.

Ladies and Gentlemen:

This Certificate Regarding Non-Bank Status is delivered to you pursuant to Section 2.6.B(iii) of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Certificate Regarding Non-Bank Status shall have the meaning assigned to them in the Credit Agreement. [Insert Name of Non-U.S. Lender] (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.7.B(iii) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants as follows:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Term Loans or the obligations evidenced by Term Loan Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non- U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

Exhibit B-1

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements.

3. The Non-U.S. Lender is not a 10 percent shareholder of either Borrower within the meaning of Section 881(c)(3)(B) of the Code.

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate Regarding Non-Bank Status by its respective authorized representative as of the day and year first above written.

[INSERT NAME OF NON-U.S. LENDER]

By:

Name:

Title:

Exhibit B-2

EXHIBIT C

[FORM OF CLOSING DATE CERTIFICATE]

[Letterhead of Borrower]

Certificate Date:                          , 2005

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Re: Switch & Data Holdings, Inc.

Financial Officer’s Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as Term Loan Lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Closing Date Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Officer], am the [Insert Title] of the Borrower. I am delivering this Closing Date Certificate pursuant to Section 3.1.Q of the Credit Agreement and do hereby certify on behalf of the Borrower, as of Closing Date, as follows:

(1) all representations and warranties made by the Borrower in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(2) after due inquiry and to the best of my knowledge, all representations and warranties made by each other Loan Party in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates

Exhibit C-1

solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(3) no Event of Default or Potential Event of Default has occurred and is continuing as of the Closing Date; and

(4) the Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis to include the Redemption and the Series C Preferred Share Payment, is less than 4.00 to 1.00.

IN WITNESS WHEREOF, the undersigned has duly executed this Closing Date Certificate by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit C-2

EXHIBIT D

[FORM OF COMPLIANCE CERTIFICATE]

[Letterhead of the Borrower]

Certificate Date:                      , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Re: Switch & Data Holdings, Inc.

Compliance Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Person], am [Chief Financial Officer] [Treasurer] of the Borrower. I am delivering this Compliance Certificate pursuant to Section 5.1 of the Credit Agreement and do hereby certify on behalf of the Borrower Group, as of [the Fiscal Quarter ended [Insert applicable date]] [the Fiscal Year ended December 31, [Insert year]] (the “Report Date”), as follows:

1. 1 have reviewed the terms of the Credit Agreement and have made a review in reasonable detail of the transactions and condition of the Borrower and its respective Subsidiaries during the [Fiscal Quarter][Fiscal Year] ending on the Report Date [(the “Report Quarter”)] [(the “Report Year”)].

Exhibit D-1

2. After due inquiry and to my knowledge, there was not in existence during or at the end of the above described accounting period, and there is not in existence as at the date hereof, any condition or event that constitutes an Event of Default or a Potential Event of Default, except as described on Exhibit A hereto. Exhibit A describes, in detail, each such condition or event, the period during which it has existed and the action which the Borrower has taken, is taking and proposes to take with respect to such condition or event.

3. Each member of the Borrower Group has complied with all covenants set forth in Article V and Article VI of the Credit Agreement during the [Report Quarter][Report Year]. In respect of such covenants, after due inquiry and to my knowledge, the following information is accurate as of the Report Date:

(a) No member of the Borrower Group has at any time during or at the end of such [Report Quarter] [Report Year], except as specifically described in Exhibit A, done any of the following:

(i) Permitted or suffered to exist any Lien or other encumbrance on any of its properties, whether real or personal, other than as specifically permitted pursuant to Section 6.2 of the Credit Agreement.

(ii) Reorganized under the laws of a different jurisdiction other than as specifically permitted pursuant to Section 6.3 of the Credit Agreement.

(iii) Changed its name or organizational structure, other than as specifically permitted pursuant to Section 6.4 of the Credit Agreement.

(iv) Made or owned, whether directly or indirectly, any Investment in any Person, including any Joint Venture other than as specifically permitted pursuant to Section 6.5.

(v) Failed to maintain its legal existence and all rights, licenses, privileges and franchises necessary in the normal conduct of its business, other than as explicitly permitted pursuant to Section 5.4 and Section 6.7 of the Credit Agreement.

(vi) Disposed, transferred or sold, in one transaction or a series of transactions, any of its assets, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

(vii) Acquired all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

(viii) Entered into any merger, consolidation, liquidation or dissolution, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

Exhibit D-2

(ix) Amended, supplemented or otherwise modified, or permitted the amendment, modification or supplementation of its certificate or articles of incorporation or by-laws or other organizational documents), other than as specifically permitted pursuant to Section 6.11 of the Credit Agreement.

(x) Entered into any amendment, modification or termination of any Material Contract if such amendment, modification or termination could reasonably be expected to have a Material Adverse Effect, or assigned or transferred any of its material rights or obligations under any of the Material Contracts, other than as specifically permitted pursuant to Section 6.12 of the Credit Agreement.

(xi) Entered into any Material Contract (other than the Security Agreements) if such agreement (i) prohibits the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on any Collateral.

(xii) Entered into any contract if such agreement (i) prohibits the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on the Collateral which, taken as a while, would have a Material Adverse Effect.

(xiii) Created, or otherwise caused or suffered to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any member of the Borrower Group to (i) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by any member of the Borrower Group, (ii) repay or prepay any Indebtedness owed by any member of the Borrower Group, (iii) make loans or advances to the Borrower, or (iv) transfer any of its property or assets to the Borrower, other than as specifically permitted pursuant to Section 6.13 of the Credit Agreement.

(xiv) Declared or made any Restricted Payment or any payment in connection with any tax sharing arrangement other than as specifically permitted pursuant to Section 6.16 of the Credit Agreement.

(xv) Managed or created or opened any deposit account or securities account in a manner other than in accordance with Section 6.17 of the Credit Agreement.

(xvi) Opened any Accounts other than as permitted pursuant to Section 5.15 of the Credit Agreement.

(xvii) Used the proceeds of the Canadian Revolving Note or the 2005 Canadian Investment Note other than in accordance with Section 6.21 of the Credit Agreement.

Exhibit D-3

(b) Each member of the Borrower Group has at all times during or at the end of such [Report Quarter][Report Year], except as specifically described in Exhibit A, performed all of the following:

(i) Performed in all material respects all obligations under the terms of all Material Contracts, other than as specifically excepted pursuant to Section 5.2 of the Credit Agreement.

(ii) Maintained or caused to be maintained in good repair, working order and condition all material properties of the members of the Borrower Group other than as specifically excepted in Section 5.6 of the Credit Agreement.

(iii) Complied in all material respects with all applicable Legal Requirements and has obtained all applicable governmental actions and all private party rights of way, franchises, licenses, consents and approvals, other than as specifically excepted pursuant to Section 5.8 of the Credit Agreement.

(iv) Complied with Section 5.11 of the Credit Agreement in connection with (a) its opening, creation or acquisition of any Account or a deposit account, and (b) its acquisition, issuance or creation of any Equity Interests in any Person that constitutes a Restricted Subsidiary.

(v) Used the proceeds of the Term Loans solely for the Permitted Purposes as specifically described in Section 5.13 of the Credit Agreement.

(vi) Used reasonable efforts to obtain from relevant lessors with respect to each Colocation Lease a Landlord Consent and Estoppel Agreement in favor of the Administrative Agent as described in Section 5.16 of the Credit Agreement.

(vii) Complied with Section 5.17 of the Credit Agreement in connection with the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary.

4. Each member of the Borrower Group has complied with the indebtedness and financial covenants set forth in Sections 6.1 and 6.6 of the Credit Agreement during the [Report Quarter][Report Year]. Delivered herewith, and attached hereto as Exhibit B, are detailed calculations demonstrating compliance by the Borrower Group with the financial covenants contained in Section 6.6 of the Credit Agreement as of the end of the fiscal period referred to above.

5. The financial statements delivered to Administrative Agent in connection with this Compliance Certificate and pursuant to Section 5.1 of the Credit Agreement, and this Compliance Certificate have been prepared in accordance with GAAP.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit D-4

IN WITNESS WHEREOF, the undersigned has caused Compliance Certificate to be duly executed and delivered by its officer thereunto duly authorized as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit D-5

Exhibit A to Compliance Certificate

Exceptions to Certifications

[To Be Provided By Borrower]

Exhibit D-6

Exhibit B to Compliance Certificate

Financial Covenant Calculations

[To Be Provided By Borrower]

Exhibit D-7

EXHIBIT E

[FORM OF SECURITIES ACCOUNTS AND CONTROL AGREEMENT]

This SECURITIES ACCOUNTS AND CONTROL AGREEMENT, dated as of                     , 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is by and among [PLEDGOR], a [JURISDICTION AND DESCRIPTION OF PLEDGOR] (the “Pledgor”), DEUTSCHE BANK AG NEW YORK BRANCH, as first lien administrative agent and first lien collateral agent (the “First Lien Agent”), DEUTSCHE BANK AG NEW YORK BRANCH, as second lien administrative agent and second lien collateral agent (the “Second Lien Agent” and, collectively with the First Lien Administrative Agent, the “Agents”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as the securities intermediary (the “Securities Intermediary”).

RECITALS

A. The Pledgor is a [guarantor/the Borrower] under the Third Amended and Restated Credit Agreement, dated on or about October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “First Lien Agreement”), among Switch & Data Holdings Company, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as lenders (the “First Lien Lenders”), the First Lien Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co- documentation agents for the First Lien Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the First Lien Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers;

B. The Pledgor is a [guarantor/the Borrower] under the Credit Agreement, dated on or about October 13, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Agreement” and, collectively with the First Lien Agreement, the “Credit Agreements”), among the Borrower, the financial institutions from time to time parties thereto as term loan lenders (the “Second Lien Lenders” and, collectively with the First Lien Lenders, the “Lenders”), the Second Lien Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Second Lien Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Second Lien Lenders, and Deutsche Bank Securities Inc. and BNP Paribas, as joint lead arrangers;

C. It is a condition precedent to the effectiveness of the Credit Agreements that the Pledgor execute this Agreement; and

D. The Pledgor will derive substantial direct and indirect benefits from the loans and other financial arrangements made to the Borrower from time to time pursuant to the Credit Agreements.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of

Exhibit E-1

which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS; RULES OF INTERPRETATION

Section 1.1 Definitions. Except as otherwise expressly provided herein, capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in Section 1.1 of the applicable Credit Agreement. In addition, the terms “securities account,” “entitlement holder,” “entitlement order,” “securities entitlement,” “securities intermediary,” “control” and “financial asset” shall have the meaning assigned to such terms in the Uniform Commercial Code of the State of New York (the “UCC”).

Section 1.2 Rules Of Interpretation. Except as otherwise expressly provided herein, the rules of interpretation and construction set forth in Sections 1.2 and 1.3 of the First Lien Agreement shall apply to this Agreement.

ARTICLE 2

APPLICATION OF FUNDS

Section 2.1 Securities Account.

A. Establishment of Securities Account. At the request of the Pledgor, the Securities Intermediary has established an account number                  in the name of the Pledgor (as the securities entitlement holder) and entitled “[Insert name of Account]” (the “Securities Account”).

B. Deposits. The Pledgor promptly shall deliver to the Securities Intermediary, and the Securities Intermediary shall promptly credit to the Securities Account, all amounts required to be transferred to and deposited in the Securities Account from any other Blocked Account pursuant to any Blocked Account Agreement or any other Loan Document (as each such term is defined in each of the Credit Agreements).

Section 2.2 Permitted Account Investments. All amounts held in or credited to the Securities Account maintained hereunder shall be invested in investments described on Schedule I attached hereto (“Permitted Account Investments”) from time to time by the Securities Intermediary solely at the direction, expense and risk of the Pledgor. Securities Intermediary shall have no obligation to ascertain whether any such investment conforms to the investments on Schedule I.

Section 2.3 Monies Received By The Pledgor. In the event that the Pledgor receives any amounts required by the terms of any Loan Document to be deposited into the Securities Account, the Pledgor shall hold the same in precisely the form received in trust for and on behalf of the Lenders, segregated from other funds of the Pledgor, and without any notice or

Exhibit E-2

demand whatsoever, shall promptly deliver the same to the Securities Intermediary for application in accordance with the terms of this Agreement.

ARTICLE 3

SECURITY AND RELATED PROVISIONS; SECURITIES INTERMEDIARY

Section 3.1 Securities Account. The Securities Intermediary hereby agrees and confirms that the Securities Intermediary has established the Securities Account as set forth and defined in this Agreement. Each of the parties hereto agrees that:

(i) the Securities Account is and will be maintained as a “securities account” as such term is defined in Section 8-501 of the UCC;

(ii) the Securities Intermediary shall treat the Pledgor as entitled to exercise the rights that comprise any financial asset credited to the Securities Account;

(iii) the Securities Intermediary shall treat each item of property (including, without limitation, any investment property, financial assets, securities, instruments, general intangibles or cash) credited to the Securities Account as a financial asset within the meaning of Section 8-102(a)(9)of the UCC;

(iv) all property delivered to the Securities Intermediary pursuant to the terms hereof or any Loan Document (as defined in each of the Credit Agreements), will be promptly credited by the Securities Intermediary to the Securities Account by an appropriate entry in its records in accordance with this Agreement;

(v) all securities or other property underlying financial assets credited to the Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the First Lien Agent (in such capacity) or the Second Lien Agent (in such capacity), or the Pledgor except to the extent the foregoing have been subsequently endorsed by the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations sent by the First Lien Agent in the form attached hereto as Exhibit A (the “Notice of First Lien Obligations Termination”), the Second Lien Agent, as provided herein or the Pledgor to the Securities Intermediary or in blank;

(vi) the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written

Exhibit E-3

consent of the Pledgor and the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations by the First Lien Agent, the Second Lien Agent; and

(vii) if at any time the Securities Intermediary shall receive any written entitlement order (as defined in Section 8-102(a)(8) of the UCC) from the First Lien Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Pledgor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Pledgor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Agent without the written consent of the First Lien Agent. The Securities Intermediary shall comply with entitlement orders from the Pledgor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received an entitlement order from the First Lien Agent and/or the Second Lien Agent as provided herein. Until such time as the Securities Intermediary has received such an entitlement order, the Securities Intermediary shall be entitled to distribute to the Pledgor all income on the financial assets in the Securities Account. If the Pledgor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Agent or the Second Lien Agent (either with the written consent of the First Lien Agent, or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Agent, the Second Lien Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Agent.

Section 3.2 Duties And Certain Rights Of The Securities Intermediary.

A. Acceptance of Appointment. The Securities Intermediary hereby agrees to act as securities intermediary with respect to the Securities Account and pursuant to this Agreement. The other parties hereto hereby acknowledge that the Securities Intermediary shall act as securities intermediary with respect to the Securities Account and pursuant to this Agreement.

B. Negative Pledge. The Securities Intermediary hereby agrees that it shall not grant any security interests in the Securities Account or any financial assets credited to or held in the Securities Account.

C. Other Agreements. In the event of a conflict between this Agreement (or any portion hereof) and any other agreement, the terms of this Agreement shall prevail. The

Exhibit E-4

Securities Intermediary hereby represents that it has not entered into, and agrees that, until the termination of this Agreement and the other Loan Documents (as defined in each of the Credit Agreements) in accordance their terms, it will not enter into any agreement with any other Person in respect of the Securities Account pursuant to which it would agree to comply with entitlement orders made by such Person.

D. Degree of Care. The Securities Intermediary shall exercise reasonable care in administering and accounting for amounts credited to the Securities Account and the Permitted Account Investments credited to or held in the Securities Account.

E. Action Upon Notices; Exercise of Judgment. The Securities Intermediary shall be permitted to act upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document reasonably believed by the Securities Intermediary to be signed by the First Lien Agent or the Second Lien Agent, as applicable, the Pledgor or any other proper Person. The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which the Securities Intermediary may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. This Agreement does not create any obligations on the Securities Intermediary except for those expressly set forth in this Agreement, and no covenant or obligation shall be implied against the Securities Intermediary in connection with this Agreement. The Securities Intermediary shall have duties only to the First Lien Agent, the Second Lien Agent, the Secured Parties (as defined in each of the Credit Agreements) and the Pledgor.

F. Indemnification and Liability. In consideration of the appointment of the Securities Intermediary, the Pledgor agrees to indemnify and hold the Securities Intermediary and each Affiliate, officer, director, shareholder, employee and agent of the Securities Intermediary (each, an “Indemnified Person”) harmless from and against any claim, loss, liability, damage, cost or expense incurred by the Indemnified Person by reason of or resulting from this Agreement (including its having accepted such appointment or by reason of its carrying out of any of the terms of this Agreement), and agrees to reimburse the Indemnified Person for all its expenses, including reasonable fees and expenses of counsel and court costs incurred by reason of any position or action taken by the Indemnified Person pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from the Indemnified Person’s gross negligence or willful misconduct. The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and in compliance with the terms hereof except in respect of any liability or expenses incurred by the Indemnified Person arising from its gross negligence or willful misconduct. Any Indemnified Person may consult with legal counsel in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

G. Court Orders. The Securities Intermediary is hereby authorized, in its exclusive discretion, to obey and comply with all writs, orders, judgments or decrees issued by any court or

Exhibit E-5

administrative agency affecting any money, documents or things held by the Securities Intermediary. The Securities Intermediary shall not be liable to any of the parties hereto, their successors, heirs or personal representatives by reason of the Securities Intermediary’s compliance with such writs, orders, judgments or decrees, notwithstanding that such writ, order, judgment or decree may later be reversed, modified, set aside or vacated.

H. Resignation and Termination. In the event of the resignation or termination of the Securities Intermediary, the Securities Intermediary shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation becomes effective in accordance with this Section 3.2.H.

Section 3.3 Security Interest.

A. Acknowledgment of Grant. Pursuant to the First Lien Agreement, the Second Lien Agreement and the other loan documents executed in connection therewith, as collateral security for the Pledgor’s obligations to the First Lien Agent and the First Lien Lenders under the First Lien Agreement and to the Second Lien Agent and the Second Lien Lenders under the Second Lien Agreement, the Pledgor granted to the First Lien Agent, for its own benefit and the benefit of the First Lien Lenders on a first priority basis, and to the Second Lien Agent, for its own benefit and the benefit of the Second Lien Lenders on a second priority basis, a present and continuing security interest in (i) the Securities Account and (ii) in all financial assets held therein or credited thereto and all proceeds thereof, including all rights of the Pledgor to receive moneys due in respect of the Securities Account, all claims with respect to the Securities Account, all income or gain earned in respect of the financial assets held in or credited to the Securities Account, and all proceeds receivable or received when the Securities Account is collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. As between the First Lien Agent and the Second Lien Agent, the First Lien Agent shall have a first priority security interest in such Securities Account and the Second Lien Agent shall have a second priority security interest in such Securities Account and all proceeds receivable or received as provided herein in accordance with the Intercreditor Agreement;

B. Acknowledgment. The Securities Intermediary hereby acknowledges the security interest in, and the pledge by the Pledgor to the First Lien Agent for the benefit of the Secured Parties (as defined in the First Lien Agreement), the Second Lien Agent for the benefit of the Secured Parties (as defined in the Second Lien Agreement), of all of the Pledgor’s security entitlements to the Securities Account and all financial assets held therein or credited thereto and all proceeds thereof, and will so indicate on the records maintained by the Securities Intermediary with respect to the Securities Account.

Section 3.4 Place of Business and Records. Unless the Agents are otherwise notified in accordance with the terms of the Credit Agreements, the principal place of business and chief executive office of the Pledgor is, and all records of the Pledgor concerning the Securities Account are and will be, located at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida, 35607.

Section 3.5 Perfection; Further Assurances. The Pledgor agrees that from time to time it shall promptly execute and deliver all instruments and documents, and take all action, that

Exhibit E-6

may be reasonably necessary, or that the First Lien Agent and/or the Second Lien Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted under the First Lien Agreement, the Second Lien Agreement and any other agreements or documents executed and delivered in connection therewith to enable the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations as provided herein, the Second Lien Agent, to exercise and enforce its rights and remedies hereunder with respect to the Securities Account, all financial assets held therein or credited thereto and all proceeds thereof. Without limiting the generality of the foregoing, the Pledgor shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as the First Lien Agent and/or the Second Lien Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted thereby. Nothing in this Section 3.5 shall be construed as limiting the obligations of the Pledgor under Section 5.11 of each Credit Agreement.

Section 3.6 Other Liens. The Pledgor represents and warrants that:

(a) it has not assigned any of its rights under the Securities Account except as permitted by the Credit Agreements;

(b) it has not executed and is not aware of any effective financing statement, security agreement, control agreement or other instrument similar in effect covering all or any part of the Securities Account, except such as may have been filed in connection with this Agreement or the other Loan Documents (as defined in each of the Credit Agreements); and

(c) it has full power and authority to grant a security interest in and assign its right, title and interest in the Securities Account and all financial assets held therein or credited thereto and all proceeds thereof, hereunder.

The Pledgor covenants that it shall not grant to any Person other than the First Lien Agent and the Second Lien Agent any interest in the Securities Account and that it shall keep the Securities Account free from all other Liens other than Permitted Liens (as defined in each of the Credit Agreements). The Securities Intermediary represents and warrants that it has no knowledge of any Lien on the Securities Account other than the claims and interest of the parties as provided herein. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the First Lien Agent for the benefit of the Secured Parties (as defined in the First Lien Agreement), the Second Lien Agent for the benefit of the Secured Parties (as defined in the Second Lien Agreement), except that the Securities Intermediary will retain its prior lien on property in the Securities Account to secure payment for property purchased for the Securities Account and normal commissions and fees for the Securities Account. The financial assets credited to the Securities Account shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the First Lien Agent and the Second Lien Agent. The First Lien Agent and the Second Lien Agent each

Exhibit E-7

represents and warrants that it has no notice of any adverse claim to the financial assets deposited in or credited to the Securities Account or to security entitlements with respect thereto.

Section 3.7 Certain Powers Of Administrative Agent. If the Pledgor fails to perform any agreement contained herein, the First Lien Agent, or upon deliver of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may itself perform, or cause the performance of, such agreement, and the expenses of the First Lien Agent and/or the Second Lien Agent, as applicable, incurred in connection therewith shall be payable by the Pledgor upon demand. The Pledgor hereby irrevocably appoints the First Lien Agent and the Second Lien Agent the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor, and in the name of the Pledgor or otherwise from time to time in the First Lien Agent’s and the Second Lien Agent’s discretion, if an Event of Default shall have occurred and be continuing, to take any action and to execute any instrument which the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of the Securities Account or the proceeds of financial assets held therein or credited thereto;

(b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings which such Agent may deem necessary or desirable for the collection of the Securities Account or the proceeds of financial assets held therein or credited thereto or otherwise to enforce the rights of such Agent with respect to any of the Securities Account or the proceeds of financial assets held therein or credited thereto, provided that, with respect to this clause (c), such rights shall be exercised in accordance with Section 3.8; and

(d) to perform the affirmative obligations of the Pledgor hereunder.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 3.7 is irrevocable and coupled with an interest. The powers conferred on the First Lien Agent and the Second Lien Agent hereunder are solely to protect its interest (on behalf of the Secured Parties (as defined in each of the Credit Agreements)) in the Securities Account and the proceeds of financial assets held therein or credited thereto and shall not impose any duty on the Agents to exercise any such powers. Except for the reasonable care of the Securities Account in its possession or under its control (as the case may be) and the accounting for moneys actually received by it hereunder, the Agents shall not have any duty as to the Securities Account or the proceeds of financial assets held therein or credited thereto, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Securities Account or proceeds. Each Agent is required to exercise reasonable care in the custody and preservation of the Securities Account in its possession or under its control (as the case may be).

Exhibit E-8

Section 3.8 Remedies. If an Event of Default shall have occurred and be continuing:

(a) the First Lien Agent, and upon deliver of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may exercise in respect of the Securities Account, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC at that time and consistent with the provisions of the other Loan Documents (as defined in the applicable Credit Agreement), including the right to proceed to protect and enforce the rights vested in it by this Agreement, to sell, liquidate or otherwise dispose of any or all of the financial assets credited to or held in the Securities Account, and to cause the Securities Account to be sold, liquidated or otherwise disposed of, in each case in such manner as such Agent may elect; and

(b) the proceeds of any financial assets credited to or held in the Securities Account and all cash proceeds received by such Agent in respect of any sale of, collection from or other realization upon all or any part of the Securities Account may, in the discretion of such Agent, then or at any time thereafter, be applied (after payment of any amounts payable to the Securities Intermediary pursuant to the terms hereof) in whole or in part by such Agent against all or any part of the Obligations (as defined in each Credit Agreement) in accordance with the Intercreditor Agreement.

Any surplus of such amounts or proceeds remaining after payment in full of all the Obligations (as defined in each Credit Agreement) shall be paid over to the Pledgor (in the case of surplus proceeds remaining in or derived from the Securities Account) as provided in the Intercreditor Agreement. No right, power or remedy herein conferred upon or reserved to the Agents is intended to be exclusive of any other right, power or remedy and every such right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Resort to any or all security now or hereafter held by the Agents may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both.

ARTICLE 4

TERMINATION OF AGREEMENT

The rights and powers granted herein to the Agents have been granted in order, among other things, to perfect their respective security interests in the Securities Account, are powers coupled with an interest, and will neither be affected by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Agents in the Securities Account have been terminated pursuant to the terms of this Agreement and the other Loan Documents (as defined in the applicable Credit Agreement) and the First Lien Agent and the Second Lien Agent has notified the Securities Intermediary of such termination in writing; provided, however, the Securities

Exhibit E-9

Intermediary may, at any time, terminate this Agreement on not less than thirty (30) days’ prior written notice of such intention delivered by it to each of the Pledgor and the Agents. When each of the Credit Agreements has expired or has otherwise earlier terminated and all Obligations (as defined in each Credit Agreement) have been indefeasibly paid in full and all Commitments and Interest Rate Agreements to which any Secured Party (as defined in each of the Credit Agreements) is a party have terminated, all right, title and interest of the Agents in the Securities Account shall revert to the Pledgor. No termination of any Agent’s interest, whether for itself or on behalf of any Secured Party, hereunder shall affect the rights of the other Agent, whether for itself or on behalf of any other Secured Party hereunder.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Notices. Any communications between the parties hereto or notices provided herein to be given shall be sent to the addresses set forth in Section 9.8 of the applicable Credit Agreement and in accordance with the provisions thereof, and the provisions of such Section are incorporated by reference herein as if set forth in full herein. For purposes of any such communication or notice, the address of the Securities Intermediary shall, until further notice is given in accordance with such Section 9.8, be to Wachovia Bank, National Association, [                    ] Attn: [                    ], Telecopy: [                    ].

Section 5.2 Benefit Of Agreement. Nothing in this Agreement, expressed or implied, shall give or be construed to give to any Person other than the parties hereto and the Secured Parties, any legal or equitable right, remedy or claim under this Agreement, or under any covenants and provisions of this Agreement, each such covenant and provision being for the sole benefit of the parties hereto and the Secured Parties.

Section 5.3 Delay And Waiver. No failure or delay by either Agent or the Securities Intermediary in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be permitted by Section 5.4, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

Section 5.4 Amendments. Neither this Agreement nor any terms or conditions hereof may be amended, changed, waived, discharged, terminated or otherwise modified unless such amendment, change, waiver, discharge, termination or modification is in writing and is otherwise in accordance with the terms of this Agreement and Section 9.6 of the applicable Credit Agreement.

Exhibit E-10

Section 5.5 Governing Law. This Agreement and the Securities Account (including all security entitlements relating thereto) shall be construed in accordance with and governed by the law of State of New York and except to the extent that the validity or perfection of the security interest hereunder or exercise of remedies hereunder in respect of any particular collateral are governed by the laws of a jurisdiction other than State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, the “securities intermediary’s jurisdiction” of the Securities Intermediary with respect to the Securities Account is the State of New York.

Section 5.6 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 5.7 Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 5.8 Consent To Jurisdiction. The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Circuit Court of Southern District of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the State of New York or, to the extent permitted by law, in such federal, court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agents may otherwise have to bring any action or proceeding relating to this Agreement against the Pledgor or any of its properties in the courts of any jurisdiction. The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 5.8. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 9.8 of the applicable Credit Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 5.9 Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

Exhibit E-11

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 5.10 Successors And Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Secured Party (and any such attempted assignment or transfer by the Pledgor without such consent shall be null and void).

Section 5.11 Entire Agreement. This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail.

Section 5.12 Survival Of Agreements. Except as provided in Article IV hereof, all covenants, agreements, representations and warranties made by the parties hereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any loans, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement or any other Loan Document (as defined in each of the Credit Agreements) is outstanding and unpaid and so long as the Commitments and Interest Rate Agreements (as defined in each Credit Agreement) to which any Secured Party is a party have not expired or terminated. The provisions regarding the payment of expenses and indemnification obligations, shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the loans, the expiration or termination of the Commitments and Interest Rate Agreements to which any Secured Party (as each such term is defined in each Credit Agreement) is a party or the termination of this Agreement or any provision hereof.

Section 5.13 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit E-12

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

[                    ], as Pledgor

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Securities Intermediary

By:

Name:

Title:

By:

Name:

Title:

DEUTSCHE BANK AG NEW YORK BRANCH, as the First Lien Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit E-13

DEUTSCHE BANK AG NEW YORK BRANCH, as the Second Lien Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit E-14

SCHEDULE 1

PERMITTED ACCOUNT INVESTMENTS

1. Securities of the U.S. Treasury.

2. Securities of agencies of the U.S. Government.

3. Repurchase agreements for (1) or (2).

4. The following bank liability products from any commercial banking institution having combined capital and surplus of not less than $500 million whose long-term debt rating is “A” or better by S&P and Moody’s:

a. Certificates of deposit

b. Commercial paper

c. Bankers’ acceptances

d. Bank notes

e. Other time deposits

5. Commercial paper issued by corporations with a short-term rating of A2/P2 or better with a limit on the A2/P2 portion to 25% of the total par value of the portfolio.

6. Short-term floating rate or auction rate securities rated “A” or better by at least one nationally recognized rating agency.

7. Corporate obligations with a long-term rating of “A” or better by at least one nationally recognized rating agency.

8. Municipal bonds rated “A” or better by at least one nationally recognized rating agency.

9. Money market mutual funds where the fund’s stated objective is “to maintain a stable net asset value at $1.00 per share”.

10. Cash.

11. Such other investments as the Administrative Agent and the Pledgor may mutually agree.

Exhibit E-15

Exhibit A

NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS

Wachovia Bank, National Association

Attn: [                    ]

[Address]

Deutsche Bank AG New York Branch,

in its capacity as Second Lien Agent

60 Wall Street

New York, New York 10005

Attention:   Anca Trifan, Manager

Re: Securities Account Agreement dated as of                         , 20         (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among [Name of Company] (the “Company”), Deutsche Bank AG New York Branch, as First Lien Agent (the “First Lien Agent”) and Deutsche Bank AG New York Branch, as Second Lien Agent (the “Second Lien Agent”) and Wachovia Bank, National Association (“Bank”) regarding securities account                             (the “Securities Account”).

Ladies and Gentlemen:

You are hereby notified that Obligations under the First Lien Agreement have been paid in full in cash. You are hereby instructed that you may comply with instructions issued by the Second Lien Agent directing disposition of funds in the Securities Account without our consent, the consent of the Company or the consent of any other person.

Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Sincerely,
DEUTSCHE BANK AG NEW YORK BRANCH as First Lien Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

cc: [Company and Second Lien Agent]

Exhibit E-16

EXHIBIT F

[FORM OF LOAN CERTIFICATE]

[Letterhead of the Borrower)

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Loan Certificate

Ladies and Gentlemen:

This Loan Certificate is delivered to you pursuant to Section 2.1.B of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower submitted a Loan Request to the Administrative Agent on [Insert applicable date] which requested that the Term Loan be made on the date hereof, and, in connection therewith and pursuant to Section 2.1.B and Article III of the Credit Agreement the Borrower hereby certifies that:

(a) the representations and warranties made by the Borrower and each other Loan Party in any Loan Document are true and correct in all material respects as of the date hereof (unless any such representation or warranty relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(b) as of the date hereof, no Potential Event of Default or Event of Default has occurred or is continuing;

Exhibit F-1

(c) the intended use of the proceeds of the Term Loan is solely to pay a dividend to Parent on the date hereof to pay for the Redemption and Series C Preferred Share Payments on the date hereof in accordance with Section 5.13 of the Credit Agreement.

(d) immediately before and after giving effect to the funding of the Term Loan and the intended application of the proceeds therefrom, the Borrower Group is in pro forma compliance with the covenants set forth in Section 6.6, in each case, calculated based on the most recent quarterly financial statements delivered to the Administrative Agent pursuant to Section 5.1 of the Credit Agreement and the related consolidated statements of income of the members of the Borrower Group at the end of the month prior to the Loan Date. Annex I hereto sets forth in reasonable detail the calculations used as the basis for making this certification.

Exhibit F-2

IN WITNESS WHEREOF, the undersigned has caused this Loan Certificate to be duly executed and delivered by its officer thereunto duly authorized as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit F-3

ANNEX I

Compliance with Financial Covenants

[To Be Provided By Borrower]

Exhibit F-4

EXHIBIT G

[FORM OF LOAN REQUEST]

[Letterhead of Borrower]

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Re:	Switch & Data Holdings, Inc.
	Loan Request

Ladies and Gentlemen:

This Loan Request is delivered to you pursuant to Section 2.1.B of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby gives you notice in accordance with Section 2.1.B of the Credit Agreement that the Borrower irrevocably requests that the Term Loan be made on [Insert applicable date] (which is a Loan Date), as described below:

The Borrower hereby requests that the Term Loan be made:

(i) in an aggregate principal amount of [$                    ];

(ii) which shall be comprised of [$                    ] of Base Rate Loans, [$                    ] of Eurodollar Rate Loans with an initial Interest Period of [one] month; and

(iii) which shall be deposited in or credited to [Insert payment instructions.]

Exhibit G-l

IN WITNESS WHEREOF, the undersigned has duly executed this Loan Request by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:   

Name:

Title:

Exhibit G-2

EXHIBIT H

[FORM OF NOTICE OF CONTINUATION/CONVERSION]

[Letterhead of Applicable Borrower]

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Notice of Continuation/Conversion

Ladies and Gentlemen:

This Notice of Continuation/Conversion is delivered to you pursuant to Section 2.2.D of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.2.D of the Credit Agreement, that the Borrower hereby requests a [conversion][continuation] of all or a portion of the Term Loan under the Credit Agreement and, in connection therewith, sets forth below the information relating to such [conversion] [continuation] (the “Proposed Conversion/Continuation”) as required by Section 2.2.D) of the Credit Agreement.

[(a) The Borrower hereby requests that the Term Loan be [converted] [continued] as follows:

(i) The effective date of the Proposed Conversion/Continuation is                     , (which is a Business Day).

Exhibit H-l

[(ii) $                     of the currently outstanding principal amount of the Term Loan currently being maintained as a Eurodollar Rate Loan with an Interest Period of                     month(s), the last day of which is the date of the Proposed Conversion/Continuation referred to in clause (i) above, should be:

(A) Continued as $                     of a Eurodollar Rate Loan with an Interest Period of                  month(s);

(B) Continued as $                     of a Eurodollar Rate Loan with an Interest Period of                  month(s); and

(C) Converted into $                     of a Base Rate Loan.]

[(iii) $ of the currently outstanding principal amount of the Term Loan currently being maintained as a Base Rate Loan should be:

(A) Continued as $                    of a Base Rate Loan;

(B) Converted into $                     of a Eurodollar Rate Loan with an Interest Period of month(s); and

(C) Converted into $                     of a Eurodollar Rate Loan with an Interest Period of                      month(s).]

(b) [Include the following if the proposed conversion or continuation is a conversion to, or a continuation of, a Eurodollar Rate Loan:] [The Borrower hereby certifies that, as of the date hereof, no Potential Event of Default or Event of Default has occurred or is continuing.]

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit H-2

IN WITNESS WHEREOF, the undersigned has duly executed this Notice of Continuation/Conversion by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit H-3

EXHIBIT I

[FORM OF SOLVENCY CERTIFICATE]

[Letterhead of Borrower]

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:         Anca Trifan

Re: Switch & Data Holdings, Inc.

Solvency Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Solvency Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Officer], am the [Insert Title] of each of the Material Subsidiaries and the Parent, or of such entity’s direct or indirect manager, as the case may be, as set forth on the signature pages hereof. I am delivering this Solvency Certificate pursuant to Section 3.1.R of the Credit Agreement and do hereby certify on behalf of the Material Subsidiaries and the Parent, as of the Closing Date as follows:

(1) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including without limitation, the payments of the Redemption and the Series C Preferred Share Payments):

(a) each of the Material Subsidiaries and the Parent is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business;

Exhibit 1-1

(b) each of the Material Subsidiaries and the Parent does not intend to, and does not believe that it will, incur debts or liabilities beyond such member’s ability to pay as such debts and liabilities mature in their ordinary course;

(c) each of the Material Subsidiaries and the Parent is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such member’s property or assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such member is engaged or is to engage;

(d) the fair value of the assets of each of the Material Subsidiaries and the Parent is greater than the total amount of liabilities, including contingent liabilities, of each such Person; and

(e) the present fair salable value of the assets of each of the Material Subsidiaries and the Parent, each as a going concern, is not less than the amount that will be required to pay the probable liability of each such Person on its debts as they become absolute and matured.

(2) In making the certifications set forth above, the undersigned has considered or taken the following actions, among other things:

(a) the audited balance sheets of the members of the Borrower Group for the Fiscal Year ending December 31, 2004 and the unaudited balance sheets of the members of the Borrower Group for the Fiscal Quarter ending June 30, 2005 (the “Financial Statements”);

(b) the values of real property, equipment, inventory, accounts receivable, customer lists, supply contracts, joint venture interests, licenses, leases and all other property of each member of the Borrower Group, real and personal, tangible and intangible;

(c) consulted with officers of the Borrower Group concerning, among other matters, pending and threatened litigation, uninsured risks, guaranties of obligations of any other Person and other contingent obligations and have, using my best judgment, also taken into account the maximum realistic exposure of each member of the Borrower Group to liabilities which would not be included in reserves otherwise reflected on the Financial Statements; and

(d) made such other investigations and inquiries as I have, to the best of my experience, deemed appropriate and have taken into account the nature of the particular business anticipated to be conducted by the Borrower Group after consummation of the transaction.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit I-2

IN WITNESS WHEREOF, the undersigned has duly executed this Solvency Certificate by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC. SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA FL SEVEN LLC

By:

George A. Pollock, Jr.

Treasurer

Exhibit I-3

SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer

Exhibit I-4

SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr. Treasurer

Exhibit I-5

SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
		George A. Pollock, Jr. Treasurer

Exhibit I-6

EXHIBIT J

[FORM OF GUARANTY AGREEMENT]

[MASTER AGREEMENT]

This GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each additional Guarantor which becomes a party hereto pursuant to Section 5.15 hereof (each a “Guarantor” and, collectively, the “Guarantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as the co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Term Loan Lenders, and DEUTSCHE BANK SECURITIES, INC. and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Guarantor execute and deliver this Guaranty;

C. Each Guarantor will derive substantial direct and indirect benefits from the Term Loan made to the Borrower on the Closing Date pursuant to the Credit Agreement; and

D. The Administrative Agent and each of the Term Loan Lenders is willing to make such Term Loan pursuant to the terms of the Credit Agreement on the condition that each Guarantor execute and deliver this Guaranty.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit J-1

ARTICLE 1

DEFINITIONS

Section 1.1 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to any rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

ARTICLE II

GUARANTY PROVISIONS

Section 2.1 Guaranty.

Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations, provided, however, that each Guarantor shall be liable under this Guaranty only for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer (or similar concepts under foreign law), and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not merely of collection, and each Guarantor specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Loan Party (or any other Person) before or as a condition to the performance of the obligations of each Guarantor hereunder.

Section 2.2 Acceleration of Guaranty.

If an Event of Default of the nature set forth in Section 7.4 or Section 7.5 of the Credit Agreement shall occur and be continuing, all of the Obligations shall, as set forth in Section 7.16 of the Credit Agreement, be immediately due and payable, and, accordingly, each Guarantor shall be required to pay, jointly and severally, as principal obligor and not as Guarantor only, to the Administrative Agent, for the benefit of the Secured Parties, forthwith an amount equal to all of the Obligations.

Section 2.3 Guaranty Absolute, Etc.

This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations have been paid in full in cash, all obligations of each Guarantor hereunder have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated. Each Guarantor guarantees, jointly and severally, that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document

Exhibit J-2

under which they arise. All rights of the Administrative Agent and the liability of each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other guarantor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and each Guarantor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty held by any Secured Party or securing any of the Obligations; or

any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party, any surety or any guarantor.

Section 2.4 Reinstatement, Etc.

Each Guarantor, jointly and severally, agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Secured Party upon the

Exhibit J-3

insolvency, bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise, all as though such payment had not been made.

Section 2.5 Waiver, Indemnification, Etc.

Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against the Borrower, any other Loan Party or any other Person (including any other guarantor) or entity or any collateral securing the Obligations, as the case may be. Each Guarantor hereby, jointly and severally, agrees to indemnify and hold harmless the Administrative Agent and each other Secured Party for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred in enforcing any right under this Guaranty.

Section 2.6 Subordination.

Except as otherwise specifically provided in, or permitted by, this Guaranty or the Credit Agreement, all existing and future indebtedness of, or other obligations owed by, the Borrower to any Guarantor are hereby subordinated to all obligations and liabilities hereby guaranteed. Without the prior written consent of the Administrative Agent, such subordinated indebtedness shall not be paid or withdrawn in whole or in part, nor shall any Guarantor accept any payment of or on account of any such indebtedness, after the occurrence and during the continuance of an Event of Default under the Credit Agreement. Any payment by the Borrower in violation of this Guaranty shall be received by such Guarantor in trust for the Administrative Agent, and such Guarantor shall cause the same to be paid to the Administrative Agent immediately upon demand by the Administrative Agent on account of the Borrower’s obligations and liabilities hereby guaranteed. No Guarantor shall assign all or any portion of such indebtedness while this Guaranty remains in effect except upon prior written notice to the Administrative Agent by which the assignee of any such indebtedness agrees that the assignment is made subject to the terms of this Guaranty, and that any attempted assignment of such indebtedness in violation of the provisions hereof shall be void.

Section 2.7 Postponement of Subrogation.

Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to any Guarantor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(a) any Guarantor has made payment to the Secured Parties of all or any part of the Obligations, and

Exhibit J-4

(b) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Guarantor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor. In furtherance of the foregoing, for so long as any Obligations remain outstanding, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Secured Party, except that such Guarantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Guarantor in the event that the Administrative Agent has failed to file a proof of claim on such Guarantor’s behalf by the second business day before the due date for such filing.

Section 2.8 Successors, Transferees and Assigns; Transfers of Notes, Etc.

This Guaranty shall:

(a) be binding upon each Guarantor, and each Guarantor’s successors, transferees and assigns; and

(b) be enforceable by the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties.

Without limiting the generality of the foregoing clause (b), any Term Loan Lender may assign or otherwise transfer (in whole or in part) its Term Loan Exposure or Term Loan Note held by it and other Obligations of the assigning Term Loan Lender to any other Person or entity as permitted by, and in accordance with the terms of the Credit Agreement, and such other Person or entity shall thereupon become vested with all rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including this Guaranty) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Sections 9.1 and 9.17 of the Credit Agreement.

Section 2.9 Payments Free and Clear of Taxes, Etc.

(a) All payments made by any Guarantor hereunder shall be made in accordance with Section 2.6 of the Credit Agreement as if such Section were incorporated herein substituting “Guarantor” in the place of “Borrower” in each place it appears in that Section.

(b) Without prejudice to the survival of any other agreement of any Guarantor hereunder, the agreements and obligations of each Guarantor contained in this Section shall survive the payment in full in cash of the principal of and interest on the Term Loans and all other Obligations.

Exhibit J-5

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Guarantor hereby represents and warrants to the Administrative Agent for the benefit of the Secured Parties that the representations and warranties contained in Article IV of the Credit Agreement, insofar as such representations and warranties are applicable to such Guarantor and its properties, including all related definitions and ancillary provisions, are true and correct in all material respects.

ARTICLE IV

COVENANTS, ETC.

Each Guarantor covenants and agrees that, so long as any portion of the Obligations shall remain unpaid or any Interest Rate Agreements to which any Secured Party is a party shall remain in full force and effect, such Guarantor shall, unless the Term Loan Lenders shall otherwise consent in writing:

(a) perform, comply with and be bound by all of the agreements, covenants and obligations contained in Article V of the Credit Agreement, including all related definitions and ancillary provisions, which are applicable to such Guarantor or its properties, and

(b) perform, comply with and be bound by all of the agreements, covenants and obligations contained in Article VI of the Credit Agreement, including all related definitions and ancillary provisions, which are applicable to such Guarantor or its properties.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Binding on Successors, Transferees and Assigns; Assignment.

In addition to, and not in limitation of, Section 2.8, this Guaranty shall be binding upon each Guarantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Administrative Agent and its successors, transferees and assigns for the benefit of the Secured Parties (to the full extent provided pursuant to Section 2.8); provided, however, that no Guarantor may assign any of its obligations or rights hereunder without the prior written consent of the Required Lenders.

Section 5.2 Delay and Waiver.

No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Exhibit J-6

Section 5.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Guarantor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 5.4 Pari Passu Obligation.

The obligations of each Guarantor hereunder shall be at least pari passu with its obligations in connection with any other senior indebtedness or obligation incurred by each Guarantor.

Section 5.5 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Guarantor, to the following address:

Each Guarantor:	[Guarantor’s Name]
	c/o Switch & Data Facilities Company, Inc.
	1715 N. Westshore Blvd., Suite 650
	Tampa, Florida 33607
	Attention:     Chief Financial Officer
	Telecopy:     (813)207-7802
The Administrative Agent:	Deutsche Bank AG New York Branch
	60 Wall Street
	New York, New York 10005
	Attention:     Anca Trifan Telecopy:     (212) 250-6159

Section 5.6 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and each Guarantor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 5.7 Headings.

Section and subsection headings contained in this Guaranty are inserted for convenience of reference only, shall not be deemed to be a part of this Guaranty for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Exhibit J-7

Section 5.8 Applicable Law; Entire Agreement.

This Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Guaranty and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

5.9 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Guaranty shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Guaranty or of such provision or obligation in any other jurisdiction.

Section 5.10 Consent to Jurisdiction.

Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 5.10 shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Guaranty against any Guarantor or any of its properties in the courts of any jurisdiction. Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in this Section 5.10. Each Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Guarantor irrevocably consents to service of process in the manner provided for notices in Section 5.5. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 5.11 Indemnity and Expenses.

Each Guarantor shall upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Guaranty;

Exhibit J-8

(b) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(c) the failure by any Guarantor to perform or observe any of the provisions hereof.

The provisions of this Section 5.11 shall survive termination of this Guaranty.

Section 5.12 Waiver of Jury Trial.

EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 5.13 Construction.

Each Guarantor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Guaranty with its legal counsel and that this Guaranty shall be construed as if jointly drafted by each Guarantor and the Administrative Agent.

Section 5.14 Counterparts; Effectiveness.

This Guaranty and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Guaranty shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page to this Guaranty or to any amendments, waivers, consents or supplements hereof or thereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 5.15 Additional Guarantors.

Subsidiaries of Switch & Data Facilities Company, Inc., the parent of the Borrower (“Additional Guarantors”) may hereafter become parties to this Guaranty by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Guaranty in connection therewith. Upon such execution and delivery by any Additional Guarantor, such Additional Guarantor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Guarantor had executed this Guaranty as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Guarantor’s obligations hereunder.

Exhibit J-9

Section 5.16 Intercreditor Arrangements.

The Guarantors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Guaranty and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit J-10

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

SWITCH & DATA FACILITIES

COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit J-11

SWITCH AND DATA CA NEVE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
	By:
		George A. Pollock, Jr. Treasurer
SWITCH & DATA AZ ONE LLC SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA FL FOUR LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA LA ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TN TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC

Exhibit J-12

SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
		George A. Pollock, Jr. Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
			George A. Pollock, Jr. Treasurer

Exhibit J-13

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:
Name:	Anca Trifan
Title:	Director
By:
Name:
Title:

Exhibit J-14

EXHIBIT K

[FORM OF PLEDGE AGREEMENT]

[MASTER AGREEMENT)

This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge Agreement”), is entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each additional Pledgor who becomes a party hereto pursuant to Section 7.15 hereof (each a “Pledgor” and, collectively, the “Pledgors”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBTCA”), as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents, and DEUTSCHE BANK SECURITIES, INC. and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Pledgor execute this Pledge Agreement;

C. Each Pledgor will derive substantial direct and indirect benefits from the Term Loan made to the Borrower pursuant to the Credit Agreement; and

D. The Administrative Agent and each of the Term Loan Lenders is willing to make a Term Loan to the Borrower pursuant to the terms of the Credit Agreement on the condition that each Pledgor execute this Pledge Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit K-1

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms.

The following terms when used in this Pledge Agreement shall have the following meanings:

“Additional Pledgor” shall have the meaning assigned to such term in Section 7.15. hereof.

“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Shares or other shares of Equity Interests constituting Pledged Collateral, but shall not include Dividends or repurchases of redeemable shares.

“Dividends” means cash dividends and cash distributions with respect to any Pledged Shares or other Pledged Collateral which is not a liquidating dividend.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1.

“Pledged Note Issuer” means each Person identified in Item A of Attachment 1 hereto as the issuer of the Pledged Note identified opposite the name of such Person.

“Pledged Notes” means all notes (including, without limitation, promissory notes and notes evidencing indebtedness of a Subsidiary of any Pledgor to such Pledgor or any other Subsidiary of such Pledgor) of any Pledged Note Issuer which are required to be delivered by the Pledgor to the Administrative Agent as Pledged Collateral hereunder.

“Pledged Share Issuer” means each Person identified in Item B of Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the name of such Person.

“Pledged Shares” means all Equity Interests of any Pledged Share Issuer which are required to be delivered by any Pledgor to the Administrative Agent as Pledged Collateral hereunder.

Exhibit K-2

“Securities Act” shall have the meaning assigned to such term in Section 6.2.

“UCC” shall have the meaning assigned to such term in Section 1.3.

Section 1.2 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or the context otherwise requires, terms used in this Pledge Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to any rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

Section 1.3 UCC Definitions.

Unless otherwise defined herein or in the Credit Agreement or unless the context otherwise requires, terms for which meanings are provided in the Uniform Commercial Code of the applicable jurisdiction (“UCC”) are used in this Pledge Agreement, including, without limitation, its preamble and recitals, with such meanings.

ARTICLE II

PLEDGE

Section 2.1 Grant of Security Interest.

As security for the due and punctual payments in full in cash and performance in full of all Obligations, each Pledgor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a continuing security interest in all of the following property, to the extent owned by it (the “Pledged Collateral”):

(a) all promissory notes of each Pledged Note Issuer identified in Item A of Attachment 1 hereto if any;

(b) all issued and outstanding Equity Interests of each Pledged Share Issuer, each as identified in Item B of Attachment 1 hereto (except that in the case of Equity Interests of a Pledged Share Issuer organized in Canada, only sixty-five percent (65%) of such Equity Interests shall be pledged hereunder);

(c) all securities, notes, certificates and instruments representing or evidencing the property referred to in this Section 2.1 or the ownership thereof and any interest of such Pledgor reflected in the books of any financial intermediary pertaining to the property referred to in this Section 2.1 or of any Pledged Share Issuer thereof and all non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the property referred to in this Section 2.1;

Exhibit K-3

(d) all additional Equity Interests of any Pledged Share Issuer from time to time held or acquired by such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Collateral)(except that in the case of Equity Interests of a Pledged Share Issuer organized in Canada, only sixty-five percent (65%) of such Equity Interests shall be pledged hereunder), and all securities, certificates and instruments representing or evidencing such additional Equity Interests or the ownership thereof and any interest of such Pledgor reflected in the books of any financial intermediary pertaining to such additional Equity Interests or of the Pledged Share Issuer thereof, and all non-cash dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests;

(e) all other property referred to in this Section 2.1, whether now or hereafter delivered to the Administrative Agent in connection with this Pledge Agreement;

(f) all Dividends, Distributions, interest and other payments;

(g) all other options, warrants and rights to subscribe for or purchase voting or nonvoting Equity Interests of any Pledged Share Issuer and any present or future notes, bonds, debentures or other evidences of indebtedness owned by such Pledgor that (i) are at any time convertible into Equity Interests of any Pledged Share Issuer, or (ii) have or at any time would have voting rights with respect to any Pledged Share Issuer;

(h) all voting rights in respect of the property referred to in this Section 2.1; and

(i) all proceeds of any of the foregoing.

Section 2.2 Delivery of Pledged Collateral.

All certificates or instruments representing or evidencing any Pledged Collateral, including, without limitation, all Pledged Shares and all Pledged Notes, if any, shall be delivered to and held by or on behalf of and, in the case of any Pledged Notes, endorsed to the order of the Administrative Agent or its designee pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank.

Section 2.3 Continuing Security Interest; Transfer of Notes.

This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall:

(a) remain in full force and effect until payment in full in cash of all Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party,

Exhibit K-4

(b) be binding upon each Pledgor and its successors, transferees and assigns, and

(c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent.

Without limiting the foregoing clause (c), any Term Loan Lender may assign or otherwise transfer (in whole or in part) any Term Loan Note or Term Loan Exposure held by it and any other Obligations to any other Person or entity as permitted by, and in accordance with the terms of, the Credit Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including, without limitation, this Pledge Agreement) or otherwise.

Section 2.4 Security Interest Absolute.

All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, or any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other pledgor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and such Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

Exhibit K-5

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party securing any of the Obligations; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party, any surety or any pledgor.

Section 2.5 Postponement of Subrogation.

Each Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Pledge Agreement, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to any Pledgor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(a) any Pledgor has made payment to the Secured Parties of all or any part of the Obligations, and

(b) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Pledgor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Pledgor of an interest in the Obligations resulting from such payment by such Pledgor.

In furtherance of the foregoing, for so long as any Obligations remain outstanding, such Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to any Secured Party, except that such Pledgor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Pledgor in the event that the Administrative Agent has failed to file a proof of claim on such Pledgor’s behalf by the second business day before the due date for such filing.

Exhibit K-6

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Pledgor represents and warrants to the Administrative Agent for the benefit of the Secured Parties as set forth in this Article.

Section 3.1 Ownership, No Liens, Etc.

Each Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), its respective Pledged Collateral, free and clear of all Liens except Permitted Liens.

Section 3.2 Valid Security Interest.

This Pledge Agreement creates a valid security interest in the Pledged Collateral securing the payment of the Obligations.

When any certificates or instruments evidencing the Pledged Collateral shall be delivered hereunder, and for so long as such certificates or instruments shall remain in the possession of the Administrative Agent, the security interest in such Pledged Collateral created hereby shall be perfected under the Uniform Commercial Code and such security interest, as so perfected, will be first priority.

Section 3.3 As to Pledged Shares.

The Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of Equity Interests of each Pledged Share Issuer, except as otherwise described on Schedule 4.1.D to the Credit Agreement.

Section 3.4 As to Pledged Notes.

Each Pledged Note, if any, has been duly authorized, executed, endorsed, issued and delivered, and is the legal, valid and binding obligation of the issuer thereof, and such issuer is not in default thereunder.

Section 3.5 Authorization, Approval, etc.

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either:

(a) for the pledge by any Pledgor of any Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by such Pledgor, or

Exhibit K-7

(b) for the exercise by the Administrative Agent of the voting or other rights provided for in this Pledge Agreement.

Section 3.6 Application of Representations and Warranties.

It is understood and agreed that the foregoing representations and warranties shall apply to the Pledged Collateral delivered on the date hereof and that, with respect to Pledged Collateral delivered thereafter, the foregoing representations and warranties shall be deemed made on the date of delivery of such additional Pledged Collateral.

ARTICLE IV

COVENANTS

Section 4.1 Protect Pledged Collateral.

Each Pledgor will not sell, assign, transfer, pledge, or encumber in any other manner the Pledged Collateral except in accordance with the Credit Agreement. Each Pledgor will warrant and defend the right and title herein granted unto the Administrative Agent in and to the Pledged Collateral (and all right, title, and interest represented by the Pledged Collateral) against the claims and demands of all Persons whomsoever.

Section 4.2 Stock Powers, Etc.

Each Pledgor agrees that all Pledged Shares delivered by each Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Administrative Agent. Each Pledgor shall, from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments, and similar documents, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the Pledged Collateral as the Administrative Agent may reasonably request and shall, from time to time upon the request of the Administrative Agent after the occurrence, and during the continuance, of any Event of Default, promptly transfer any Pledged Shares or other shares of common stock constituting Pledged Collateral into the name of any nominee designated by the Administrative Agent.

Section 4.3 Continuous Pledge.

Until the termination of this Pledge Agreement in accordance with Section 7.4, each Pledgor shall, at all times, keep pledged to the Administrative Agent pursuant hereto all Pledged Shares, all Dividends and Distributions with respect thereto, all Pledged Notes if any, all interest, principal and other proceeds received by the Administrative Agent with respect to any Pledged Notes, and all other Pledged Collateral and other securities, instruments, proceeds, and rights from time to time received by or distributable to such Pledgor in respect of any Pledged Collateral and will not permit any Pledged Share Issuer to issue any Equity Interests which shall not have been immediately duly pledged hereunder on a first priority perfected basis.

Exhibit K-8

Section 4.4 Voting Rights, Dividends, Etc.

(a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice thereof by each Pledgor, each Pledgor shall deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent, without any request herefore by the Administrative Agent, all Dividends, all Distributions, all interest, all principal, all other cash payments, and all proceeds of the Pledged Collateral, all of which shall be held by the Administrative Agent as additional Pledged Collateral for use in accordance with Section 6.4.

(b) If any Event of Default shall have occurred and be continuing, and the Administrative Agent shall have notified each Pledgor of the Administrative Agent’s intention to exercise its right under this Section 4.4(b) to exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, each Pledgor hereby grants to the Administrative Agent, effective upon the giving of such notice and without the execution or delivery of any other documents, an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Pledged Collateral; provided that, at the request of the Administrative Agent, and without affecting the intent that the proxy granted herein shall be effective without the execution or delivery of any additional documents, each Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be deemed by the Administrative Agent to be necessary or advisable to allow the Administrative Agent to effectively exercise such voting power.

(c) All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by each Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, pursuant to Section 4.4(a) above, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless any Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in Section 4.4(b), each Pledgor shall have the exclusive voting power with respect to any Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any such share of Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Pledgor that would be inconsistent with or violate any provision of any Loan Document.

Section 4.5 Additional Undertakings.

Each Pledgor shall not, without the prior written consent of the Administrative Agent:

Exhibit K-9

(a) enter into any agreement amending, supplementing, or waiving any provision of any Pledged Note (including, without limitation, any underlying instrument pursuant to which such Pledged Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof;

(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Pledged Note or other instrument constituting Pledged Collateral (unless permitted by the Credit Agreement); or

(c) take or omit to take any action which would result in such Pledgor ceasing to own directly all of the Equity Interests of the Pledged Share Issuer.

ARTICLE V

THE ADMINISTRATIVE AGENT

Section 5.1 Administrative Agent Appointed Attorney-in-Fact.

Each Pledgor hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Administrative Agent’s discretion, following the occurrence and during the continuation of any Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;

(b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Pledged Collateral; provided that, with respect to this clause (c), such rights shall be exercised in accordance with Section 6.1; and

(d) to perform the affirmative Obligations of such Pledgor hereunder or under any other Loan Document.

Each Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Exhibit K-10

Section 5.2 Administrative Agent May Perform.

The Administrative Agent may from time to time, at its option, perform or cause to be performed any act which any Pledgor agrees hereunder to perform and which any Pledgor fails to perform. In addition, the Administrative Agent may from time to time take any other action which the Administrative Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Collateral or of its security interest therein. Expenses incurred by the Administrative Agent pursuant to this Section 5.2 shall be payable by the Pledgors pursuant to Section 6.5.

Section 5.3 Administrative Agent Has No Duty.

The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty on it to exercise any such powers. Except for the reasonable care of any Pledged Collateral (subject to Section 5.4) in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Pledged Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.

Section 5.4 Reasonable Care.

The Administrative Agent is required to exercise reasonable care in the custody and preservation of any of the Pledged Collateral in its possession; provided, however, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Pledged Collateral if it takes such action for that purpose as any Pledgor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

ARTICLE VI

REMEDIES

Section 6.1 Certain Remedies.

If any Event of Default shall have occurred and be continuing:

(a) The Administrative Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days prior notice to such

Exhibit K-11

Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed herefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Administrative Agent may:

(i) transfer all or any part of the Pledged Collateral into the name of the Administrative Agent or its nominee, with or without disclosing that such Pledged Collateral is subject to the lien and security interest granted hereunder,

(ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Administrative Agent of any amount due or to become due thereunder,

(iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any Obligations of any nature of any party with respect thereto,

(iv) endorse any checks, drafts, or other writings in any Pledgor’s name to allow collection of the Pledged Collateral,

(v) take control of any proceeds of the Pledged Collateral, and

(vi) execute (in the name, place and stead of any Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral.

All rights and remedies provided for in this Pledge Agreement are cumulative, and not exclusive of any other rights or remedies. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 6.2 Securities Laws.

If the Administrative Agent shall determine to exercise its right to sell all or any of the Pledged Collateral pursuant to Section 6.1, each Pledgor shall, upon the request of the Administrative Agent, at the expense of such Pledgor:

(a) execute and deliver, and cause each issuer of the Pledged Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and

Exhibit K-12

things, as may be necessary to register such Pledged Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the “Securities Act”), and to cause the registration statement, relating thereto, if any, to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto;

(b) use its best efforts to qualify the Pledged Collateral under the state securities or “Blue Sky” laws, and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as reasonably requested by the Administrative Agent;

(c) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and

(d) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.

Section 6.3 Compliance with Restrictions.

Each Pledgor agrees that in any sale of any of the Pledged Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary:

(a) in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that prospective bidders and purchasers have certain qualifications, and restrict prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Collateral), or

(b) in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official.

Each Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to any Pledgor for any discount allowed by reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction.

Exhibit K-13

Section 6.4 Application of Proceeds.

All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged Collateral pursuant to this Article VI may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied in accordance with Section 8.7 of the Credit Agreement. Each Pledgor shall remain jointly and severally liable for any deficiency. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Obligations and the termination of all Interest Rate Agreements to which a Secured Party is a party shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Section 6.5 Indemnity and Expenses.

Each Pledgor shall, jointly and severally, upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Pledge Agreement;

(b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral;

(c) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(d) the failure by any Pledgor to perform or observe any of the provisions hereof.

The provisions of this Section 6.5 shall survive termination of this Pledge Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Additional Actions and Documents.

Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments, and take all further action that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

Section 7.2 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Pledgor, to the following address:

[Insert Name of Pledgor]

c/o Switch & Data Facilities Company, Inc

1715 N. Westshore Blvd., Suite 650

Tampa, Florida 33607

Attn: Chief Financial Officer

Telecopy: (813)207-7802

Exhibit K-14

Section 7.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Pledgor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 7.4 Release and Satisfaction.

Upon the indefeasible payment (whether in cash and/or other consideration which is satisfactory to the Lenders in their sole discretion) and performance in full of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party (i) this Pledge Agreement and the security interest created hereby shall terminate, and (ii) upon written request of any Pledgor, the Administrative Agent shall execute and deliver to such Pledgor, at such Pledgor’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, all certificates, representations or evidences of the Pledged Shares and all Pledged Notes, together with all other Pledged Collateral held by the Administrative Agent hereunder and such documents as such Pledgor shall reasonably request to evidence such termination, and such Pledgor shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s liabilities and Obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 7.5 Benefit.

This Pledge Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, the Secured Parties and their respective successors, legal representatives and permitted assigns. No Pledgor shall assign any of its rights or obligations hereunder without the prior written consent of the Required Lenders.

Section 7.6 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Pledge Agreement, or consent to any departure by the Administrative Agent therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and each Pledgor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement; provided, however, that upon the execution of this Pledge Agreement by any Additional Pledgor pursuant to Section 7.15 hereof, the Administrative Agent and/or such Additional Pledgor may update Attachment 1 hereto. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Exhibit K-15

Section 7.7 Headings.

Section and subsection headings contained in this Pledge Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Pledge Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 7.8 Applicable Law; Entire Agreement.

This Pledge Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), except to the extent that the validity or perfection of the security interest hereunder, or exercise of remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of New York. This Pledge Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 7.9 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Pledge Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Pledge Agreement or of such provision or obligation in any other jurisdiction.

Section 7.10 Consent to Jurisdiction.

Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Pledge Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 7.10 shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Pledge Agreement against any Pledgor or any of its properties in the courts of any jurisdiction. Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Exhibit K-16

Pledge Agreement in any court referred to in this Section 7.10. Each Pledgor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Pledgor irrevocably consents to service of process in any manner provided for notices in Section 7.2. Nothing in this Pledge Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 7.11 Construction.

Each Pledgor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Pledge Agreement with its legal counsel and that this Pledge Agreement shall be construed as if jointly drafted by the each Pledgor and the Administrative Agent.

Section 7.12 Waiver of Jury Trial.

EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 7.13 Survival.

All agreements, covenants, representations and warranties made herein shall survive the execution and delivery of this Pledge Agreement. Notwithstanding anything in this Pledge Agreement or implied by law to the contrary, the agreements set forth in Section 6.5 shall survive the payment of the Obligations and the termination of this Pledge Agreement.

Section 7.14 Counterparts; Effectiveness.

This Pledge Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Pledge Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

Delivery of an executed counterpart of a signature page to this Pledge Agreement or to any amendments, waivers, consents or supplements hereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 7.15 Additional Pledgors.

Subsidiaries of Switch & Data Facilities Company, Inc., the parent of the Borrower (“Additional Pledgors”) may hereafter become parties to this Pledge Agreement by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Pledge Agreement in connection therewith. Upon such execution and delivery by any Additional

Exhibit K-17

Pledgor, such Additional Pledgor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Pledgor had executed this Pledge Agreement as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Pledgor’s obligations hereunder.

Section 7.16 Intercreditor Arrangements.

The Pledgors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Pledge Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit K-18

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

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit K-19

SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC
SWITCH AND DATA PA THREE LLC
SWITCH AND DATA PA FOUR LLC
SWITCH AND DATA DALLAS HOLDINGS I LLC
SWITCH AND DATA DALLAS HOLDINGS II LLC
SWITCH AND DATA VA FOUR LLC
SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company
	LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer
SWITCH & DATA AZ ONE LLC SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA FL FOUR LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA LA ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TN TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC

Exhibit K-20

SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
		George A. Pollock, Jr.
		Treasurer

Exhibit K-21

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	)
	)	ss.
COUNTY OF	)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this      day of             ,             , personally appeared George A. Pollock, Jr., to me known personally, and who, being by me duly sworn deposes and says that he is the authorized officer of SWITCH & DATA HOLDINGS, INC., SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND DATA ENTERPRISES, INC., SWITCH AND DATA MANAGEMENT COMPANY LLC, SWITCH AND DATA OPERATING COMPANY LLC, SWITCH & DATA FACILITIES COMPANY LLC, SWITCH AND DATA COMMUNICATIONS LLC, SWITCH AND DATA FL SEVEN LLC, SWITCH AND DATA IL FIVE LLC, TELX ACQUISITION, INC., SWITCH AND DATA CA NINE LLC, SWITCH AND DATA GA THREE LLC, SWITCH AND DATA IL FOUR LLC, SWITCH AND DATA NY FOUR LLC, SWITCH AND DATA NY FIVE LLC, SWITCH & DATA/NY FACILITIES COMPANY LLC, SWITCH AND DATA PA THREE LLC, SWITCH AND DATA PA FOUR LLC, SWITCH AND DATA DALLAS HOLDINGS I LLC, SWITCH AND DATA DALLAS HOLDINGS II LLC, SWITCH AND DATA VA FOUR LLC, SWITCH AND DATA WA THREE LLC, SWITCH & DATA AZ ONE LLC, SWITCH & DATA CA ONE LLC, SWITCH & DATA CA TWO LLC, SWITCH & DATA CO ONE LLC, SWITCH & DATA FL ONE LLC, SWITCH & DATA FL TWO LLC, SWITCH & DATA FL FOUR LLC, SWITCH & DATA GA ONE LLC, SWITCH & DATA IL ONE LLC, SWITCH & DATA IN ONE LLC, SWITCH & DATA LA ONE LLC, SWITCH & DATA MA ONE LLC, SWITCH & DATA MI ONE LLC, SWITCH & DATA MO ONE LLC, SWITCH & DATA MO TWO LLC, SWITCH & DATA NY ONE LLC, SWITCH & DATA OH ONE LLC, SWITCH & DATA PA TWO LLC, SWITCH & DATA TN TWO LLC, SWITCH & DATA TX ONE LLC, SWITCH & DATA VA ONE LLC, SWITCH & DATA VA TWO LLC, SWITCH & DATA WA ONE LLC, SWITCH AND DATA TX FIVE LP, and that said instrument was signed and sealed on behalf of said company, and said officer acknowledged said instrument to be the free act and deed of each said company.

Notary Public

My commission expires:

Exhibit K-22

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit K-23

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	)
	)	ss.
COUNTY OF	)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this      day of [Month, Year], personally appeared                              to me known personally, and who, being by me duly sworn, deposes and says that he/she is the                              of Deutsche Bank AG New York Branch, and that said instrument was signed and sealed on behalf of said bank, and said officer acknowledged said instrument to be the free act and deed of said bank.

Notary Public

My commission expires:

Exhibit K-24

Attachment 1 to Pledge Agreement

Item A. Pledged Notes

Pledgor	Pledged Note Issuer	Description of Pledged Notes
None	None	N/A

Item B. Pledged Shares

Pledgor	Pledged Share Issuer	% of Outstanding Shares Pledged
Switch & Data Facilities Company, Inc.	Switch & Data Holdings, Inc	100%
Switch & Data Facilities Company LLC	Switch & Data AZ One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data CA One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data CA Two LLC	100%
Switch and Data Operating Company LLC	Switch and Data CA Nine LLC	100%
Switch & Data Facilities Company LLC	Switch & Data CO One LLC	100%
Switch and Data Operating Company LLC	Switch and Data Communications LLC	100%
Switch & Data Holdings, Inc.	Switch and Data Enterprises, Inc.	100%
Switch and Data Enterprises, Inc.	Switch & Data Facilities Company LLC	100%
Switch & Data Facilities Company LLC	Switch & Data FL One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data FL Two LLC	100%
Switch & Data Facilities Company LLC	Switch & Data FL Four LLC	100%
Switch and Data Operating Company LLC	Switch and Data FL Seven LLC	100%
Switch & Data Facilities Company LLC	Switch & Data GA One LLC	100%
Switch and Data Operating Company LLC	Switch and Data GA Three LLC	100%
Switch & Data Facilities Company LLC	Switch & Data IL One LLC	100%
Switch and Data Operating Company LLC	Switch and Data IL Four LLC	100%
Switch and Data Operating Company LLC	Switch and Data IL Five LLC	100%
Switch & Data Facilities Company LLC	Switch & Data IN One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data LA One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data MA One LLC	100%
Switch and Data Enterprises, Inc.	Switch and Data Management Company LLC	100%
Switch & Data Facilities Company LLC	Switch & Data MI One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data MO One LLC	100%
Switch & Data Facilities Company LLC	Switch & Data MO Two LLC	100%
Switch & Data Facilities Company LLC	Switch & Data NY One LLC	100%

Exhibit K-25

Pledgor	Pledged Share Issuer	% of Outstanding Shares Pledged
Switch and Data Operating Company LLC	Switch & Data/NY Facilities Company LLC	100	%
Switch and Data Operating Company LLC	Switch and Data NY Four LLC	100	%
Switch and Data Operating Company LLC	Switch and Data NY Five LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data OH One LLC	100	%
Switch and Data Enterprises, Inc.	Switch and Data Operating Company LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data PA Two LLC	100	%
Switch and Data Operating Company LLC	Switch and Data PA Three LLC	100	%
Switch and Data Operating Company LLC	Switch and Data PA Four LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data TN Two LLC	100	%
Switch and Data Enterprises, Inc.	Switch and Data Toronto Ltd.	65	%
Switch and Data Operating Company LLC	Switch and Data Dallas Holdings I LLC	100	%
Switch and Data Operating Company LLC	Switch and Data Dallas Holdings II LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data TX One LLC	100	%
Switch and Data Dallas Holdings I LLC and Switch and Data Dallas Holdings II LLC	Switch and Data TX Five LP	100	%
Switch & Data Facilities Company LLC	Switch & Data VA One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data VA Two LLC	100	%
Switch and Data Operating Company LLC	Switch and Data VA Four LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data WA One LLC	100	%
Switch and Data Operating Company LLC	Switch and Data WA Three LLC	100	%
Switch and Data Operating Company LLC	Telx Acquisition, Inc.	100	%

Exhibit K-26

EXHIBIT L

[FORM OF SECURITY AGREEMENT]

[MASTER AGREEMENT]

This SECURITY AGREEMENT (as amended, supplemented, and restated or otherwise modified from time to time, this “Security Agreement”), is entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each Additional Grantor who becomes a party hereto pursuant to Section 6.6 hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as the co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Term Loan Lenders, and DEUTSCHE BANK SECURITIES, INC., and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Grantor execute this Security Agreement; and

C. The Administrative Agent and each of the Term Loan Lenders is willing to make a Term Loan to the Borrower pursuant to the terms of the Credit Agreement on the condition that each Grantor execute this Security Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit L-1

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms.

Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms as in the Credit Agreement:

“Additional Grantor” shall have the meaning assigned to such term in Section 6.6 hereof.

“Collateral” shall have the meaning set forth in Section 2.1.

“Contracts” means, collectively, all contracts to which each Grantor now is, or hereafter will be, bound, or a party, beneficiary or assignee, including, without limitation, (a) the Material Contracts, all escrow agreements that may be entered into by such Grantor, and all other instruments, agreements and documents executed and delivered with respect to such contracts, any guarantees or letters of credit provided to such Grantor to assure the performance by any party to any contract and all revenues, damages, rentals, proceeds and other sums of money due and to become due from any of the foregoing, as the same may be amended, supplemented or modified from time to time in accordance with the terms thereof, and (b) any interest rate swap, cap or other interest rate hedging arrangement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Permits” shall have the meaning set forth in Section 2.1.

“Receivables” shall have the meaning set forth in Section 2.1.

“Related Contracts” shall have the meaning set forth in Section 2.1.

Section 1.2 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or unless the context otherwise requires, terms used in this Security Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to the security interest granted to, assignment or pledge to or other rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

Section 1.3 UCC Definitions.

Unless otherwise defined herein or in the Credit Agreement or unless the context otherwise requires, terms for which meanings are provided in the Uniform Commercial Code of the applicable jurisdiction (the “UCC”) are used in this Security Agreement, including, without limitation, its preamble and recitals, with such meanings.

Exhibit L-2

ARTICLE II

Section 2.1 Creation of Security Interest.

As security for the due and punctual payment in full in cash and performance in full of the Obligations, each Grantor hereby assigns and pledges to the Administrative Agent for the benefit of the Secured Parties, and unconditionally grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and lien on, all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter existing or acquired by such Grantor (collectively, the “Collateral”):

(a) all “accounts” (as defined in the UCC), Contracts and contract rights (including (i) rights of such Grantor to receive moneys due and to become due under or pursuant to any Contract (whether as contractual obligations, damages or otherwise), (ii) all rights of such Grantor to receive any proceeds of any insurance, indemnity, warranty, or guarantee with respect to any Contract, (iii) all rights of such Grantor with respect to claims, rights, powers, or privileges under any Contract, (iv) all rights of such Grantor to terminate, amend, supplement or modify any Contract, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of such Grantor under each Contract to make determinations, to exercise any election (including, but not limited to, the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any Contract to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing, and (vi) the rights of such Grantor to payment for goods or other property (including, the sale of capacity or any other use of the Colocation Facilities or a portion thereof) sold or leased or services performed by such Grantor), chattel paper (whether tangible or electronic), documents, and instruments of such Grantor, in all cases whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all of such Grantor’s right, title and interest in and to any goods, services or property represented by the foregoing prior to the sale thereof, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases, letters of credit, guarantees and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, and instruments (any and all such accounts, contract rights as referred to above, chattel paper, documents and instruments being the “Receivables,” and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);

(b) all “general intangibles” (as defined in the UCC), including, to the extent assignable, all payment intangibles and all rights relating to design, development, operation, and use of any Colocation Facilities, all certificates of occupancy, zoning variances, building, use or other permits, approvals, authorizations, licenses and consents obtained from any governmental agency in connection with the development, use,

Exhibit L-3

operation or management of any Colocation Facilities (the “Permits”), all construction, service, engineering, consulting, architectural and other similar contracts concerning the design, construction, operation, occupancy and/or use of any Colocation Facilities, all architectural drawings, plans, specifications, soil tests, appraisals, route surveys, engineering reports and similar materials relating to all or any portion of any Colocation Facilities, and all payment and performance bonds or warranties or guarantees relating to any Colocation Facilities; all rights under and in patents, patent licenses, rights in intellectual property, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade secrets, service marks, logos, other source and business identifiers, trademark registrations and applications for registration used exclusively at or relating exclusively to any part of such Grantor’s business; all renewals, extensions and continuations-in-part of the items referred to above, including, without limitation, any of the trademarks set forth on Schedule 1 hereto; any written agreements granting to such Grantor any right to use any trademark or trademark registration at or in connection with such Grantor’s business; and the right of such Grantor to sue for past, present and future infringements of the foregoing; and the right in the name and on behalf of such Grantor to appear in and defend any action or proceeding brought with respect to any part of such Grantor’s real or personal property and to commence any action or proceeding to protect the interest of such Grantor in such Collateral;

(c) all books, records, writings, design documents, computer programs, printouts and other computer materials and records, data bases, software, information and other property relating to, used or useful in connection with, such Grantor’s business;

(d) to the extent not otherwise included in any of the classes or categories enumerated above, all deposit accounts, goods, equipment, inventory, documents, instruments, securities and chattel paper (as each of such terms is defined in the UCC);

(e) all personal property of whatever kind or nature whatsoever, including personal property used in the operation of such Grantor’s business, or in any way related to the land on which any Colocation Facility is located, any Colocation Facilities or any other improvements or fixtures on such land, whether located on or in, affixed to, or attached to such land or improvements or otherwise related thereto or arising therefrom, and whether tangible or intangible, direct or indirect, fully matured or contingent, and all extensions, additions, improvements, betterments, renewals, substitutions, and replacements to or of any of the foregoing;

(f) to the extent not otherwise included in any of the foregoing classes or categories of personal property, all proceeds (including all proceeds as defined in the UCC and all cash and non-cash proceeds as referred to in Section 552 of the United States Bankruptcy Code), products, offspring and profits of or from any of the foregoing;

(g) all motor vehicles and all rights under equipment leases and all bills of lading and warehouse receipts relating to the Collateral;

Exhibit L-4

(h) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, investment property, supporting obligations, and rights to the payment of money, insurance claims and proceeds.

(i) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral;

provided, however, that with respect to the Contracts and Related Contracts, any such Contract or Related Contract shall only be deemed to be and treated as Collateral if (i) such Contract or Related Contract (other than Receivables) may lawfully be assigned (whether as an outright assignment or as collateral security) to the Administrative Agent, for the benefit of the Secured Parties, and (ii) the granting of a security interest in and lien on, all of such Grantor’s right, title and interest in such Contract or Related Contract (other than Receivables) will not conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under such Contract or Related Contract (other than Receivables), except that any such restriction on the granting of a security interest in and lien on such Contract or Related Contract (other than Receivables) shall not be applicable to (A) any such grant of a security interest therein which is effective under applicable law or (B) payment intangibles; and provided, further, that with respect to the Permits, any such Permit shall only be deemed to be and treated as Collateral if such Permit may lawfully be assigned (whether as an outright assignment or as collateral security) to the Administrative Agent, for the benefit of the Secured Parties.

Section 2.2 Additional Documents.

Each Grantor shall execute all assignments, certificates, and other documents and instruments with respect to the Collateral pursuant to the UCC and otherwise as may be necessary or reasonably requested by the Administrative Agent to perfect or from time to time to publish notice of, or continue or renew the security interests granted hereby (including, such certificates and other documents as may be necessary or reasonably requested to perfect a security interest in any additional property or rights hereafter acquired by such Grantor or in any replacements, products or proceeds thereof), in each case in form and substance reasonably satisfactory to the Administrative Agent. Each Grantor will pay the cost of filing the same and all financing statements filed by the Administrative Agent in all public offices where filing is necessary or reasonably requested by the Administrative Agent and will pay any and all recording, transfer or filing taxes that may be due in connection with any such filing. Each Grantor grants the Administrative Agent the right, at any time and at the Administrative Agent’s option, and at such Grantor’s expense, to file any or all such documents pursuant to the UCC and otherwise as the Administrative Agent reasonably may deem necessary or desirable.

Exhibit L-5

Section 2.3 Other Actions.

Further to insure the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in the Collateral, each Grantor agrees, in each case at such Grantor’s expense, to take the following actions with respect to the following Collateral and without limitation on such Grantor’s other obligations contained in this Agreement:

(a) Promissory Notes and Tangible Chattel Paper. If any Grantor shall, now or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.

(b) Deposit Accounts. Except to the extent expressly provided for otherwise in Section 5.11 of the Credit Agreement, for each deposit account that any Grantor, now or at any time hereafter, opens or maintains, such Grantor shall, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) cause the depositary bank to agree to comply without further consent of such Grantor, at any time with instructions from the Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, or (b) arrange for the Administrative Agent to become the customer of the depositary bank with respect to the deposit account, with such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw funds from such deposit account. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from the Grantor, unless an Event of Default has occurred and is continuing, or, if effect were given to any withdrawal not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) a deposit account for which the Administrative Agent is the depositary bank and is in automatic control, and (ii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Grantor’s salaried employees.

(c) Investment Property. If any Grantor shall, now or at any time hereafter, hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by such Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Administrative Agent as to such securities, or (b) arrange for the Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor arc held by such Grantor or its nominee through a securities

Exhibit L-6

intermediary or commodity intermediary, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (i) cause such securities intermediary or commodity intermediary (as the case may be) to agree to comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such investment property, with such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

(d) Collateral in the Possession of a Bailee. If any Collateral is, now or at any time hereafter, in the possession of a bailee, the applicable Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, shall promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and such bailee’s agreement to comply, without further consent of such Grantor, at any time with instructions of the Administrative Agent as to such Collateral. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to the bailee.

(e) Electronic Chattel Paper and Transferable Records. If any Grantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.

Exhibit L-7

(f) Letter-of-credit Rights. If any Grantor is, now or at any time hereafter, a beneficiary under a letter of credit now or hereafter, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of the letter of credit or (b) arrange for the Administrative Agent to become the transferee beneficiary of the letter of credit, with the Administrative Agent agreeing, in each case, that the proceeds of the letter of credit are to be applied as provided in the Credit Agreement.

(g) Commercial Tort Claims. If any Grantor shall, now or at any time hereafter, hold or acquire a commercial tort claim, such Grantor shall immediately notify the Administrative Agent in a writing signed by such Grantor of the particulars thereof and grant to the Administrative Agent, for the benefit of Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Amended Security Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent.

(h) Other Actions as to any and all Collateral. Subject to Section 5.11 and 5.12 of the Credit Agreement, each Grantor further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that such Grantor’s signature thereon is required therefore, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using its best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Exhibit L-8

Section 2.4 Injury to Collateral.

No injury to, or loss or destruction of, the Collateral or any part thereof shall relieve any Grantor of any of the Obligations.

Section 2.5 Continuing, Security Interest; Transfer of Notes.

This Security Agreement shall create a continuing security interest in the Collateral and

(a) remain in full force and effect until payment in full in cash of all Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party,

(b) be binding upon each Grantor, its successors, transferees and assigns, and

(c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (c), any Term Loan Lender may assign or otherwise transfer (in whole or in part) any Term Loan Note or Term Loan Exposure held by it and any other Obligations to any other Person or entity as permitted by, and in accordance with the terms of the Credit Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including this Security Agreement) or otherwise.

Section 2.6 Grantors Remain Liable.

Anything herein to the contrary notwithstanding:

(a) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Security Agreement had not been executed,

(b) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and

(c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Security Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Exhibit L-9

Section 2.7 Security Interest Absolute.

All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of each Grantor hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, or any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other grantor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other grantor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and each Grantor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party securing any of the Obligations; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, such Grantor, the Borrower, any other Loan Party or any surety or guarantor.

Section 2.9 Postponement of Subrogation.

Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Security Agreement, by any payment made hereunder or

Exhibit L-10

otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to such Grantor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(h) such Grantor has made payment to the Secured Parties of all or any part of the Obligations, and

(i) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Grantor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party, except that any Grantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Grantor in the event that the Administrative Agent has failed to file a proof of claim on such Grantor’s behalf by the second business day before the due date for such filing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GRANTOR

Each Grantor hereby represents and warrants to the Administrative Agent and the other Secured Parties that:

Section 3.1 Title to Collateral.

Each Grantor is the sole owner of, and has good, valid, and marketable title to, the applicable Collateral, free from all Liens other than Permitted Liens, and each Grantor has full right and power to grant the Administrative Agent for the benefit of the Secured Parties a lien thereon and a security interest therein.

Section 3.2 Security Interest.

The execution and delivery of this Security Agreement creates a good and valid lien on and security interest in the Collateral, other than the Collateral, if any, consisting of real property on which no mortgage has been granted.

Exhibit L-11

Section 3.3 Negotiable Documents, Instruments and Chattel Paper.

Each Grantor has, contemporaneously with the execution and delivery of this Security Agreement, delivered to the Administrative Agent possession of all originals of all negotiable documents, instruments and chattel paper, including all negotiable documents, instruments and chattel paper evidencing Receivables, currently owned or held by such Grantor (duly endorsed in blank, if requested by the Administrative Agent).

Section 3.4 Authorization, Approval, Etc.

Except as have been obtained or made and are in full force and effect, no authorization, approval or other action by, and no notice to or filing with, any Governmental Instrumentality, regulatory body or any other Person is required for the grant by any Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by such Grantor or for the exercise by the Administrative Agent of the rights provided for in this Security Agreement, other than those authorizations, approvals, actions, notices or filings set forth in Schedule 3.4 hereto.

Section 3.5 Bankruptcy Matters.

Each Grantor has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of all or substantially all of its assets, suffered the attachment or other judicial seizure of all or substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.

Section 3.6 Representations and Warranties under the Credit Agreement.

The representations and warranties of or pertaining to each Grantor contained in the Credit Agreement and each of the other Loan Documents are true and correct as of the date hereof to the same extent as if set forth in full herein.

Section 3.7 Filing Jurisdiction.

As of the date hereof, the jurisdiction of formation and/or incorporation, as applicable, of each Grantor is the State of Delaware, except for such Grantors identified on Schedule 3.7 attached hereto, which are formed and/or incorporated in the jurisdiction identified thereon.

ARTICLE IV

COVENANTS OF GRANTOR

Section 4.1 General Covenants Relating to Collateral.

Until all Obligations have been paid and performed in full and all Interest Rate Agreements to which any Secured Party is a party have been terminated, each Grantor hereby

Exhibit L-12

covenants that, unless the Administrative Agent, acting pursuant to the Credit Agreement, otherwise consents in advance in writing:

Section 4.1.1 Collateral.

Subject to Section 5.11 and 5.12 of the Credit Agreement, each Grantor shall:

(a) execute and deliver any and all documents, or cause the execution and delivery of any and all documents, necessary to create, perfect, preserve, validate or otherwise protect the Administrative Agent’s lien on and security interest in the Collateral and the priority thereof,

(b) maintain, or cause to be maintained, at all times the Administrative Agent’s lien on and security interest in the Collateral and the priority thereof,

(c) promptly upon learning thereof, report to the Administrative Agent any matters that could reasonably be expected to materially and adversely affect the value or enforceability or collectibility of any of the Collateral,

(d) defend the Collateral and the Administrative Agent’s interests therein against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Administrative Agent and pay all costs and expenses (including, reasonable attorneys’ fees and charges) incurred in connection with such defense, and

(e) at such Grantor’s sole cost and expense, settle any and all such claims and disputes and indemnify and protect the Administrative Agent against any liability, loss, cost or expense (including, reasonable attorneys’ fees and charges), arising therefrom or out of any matter affecting any of the Collateral.

provided, however, that if the Administrative Agent shall so elect after the occurrence and during the continuation of an Event of Default hereunder, the Administrative Agent shall have the right at all times to settle, compromise, adjust or liquidate all claims or disputes directly with any Grantor or any obligor of such Grantor upon such terms and conditions as the Administrative Agent reasonably deems advisable, and to charge all costs and expenses thereof (including, reasonable attorneys’ fees and charges) to such Grantor’s account and to add them to the Obligations, whereupon such costs and expenses shall be and become part of the Obligations.

Section 4.1.2 No Change in Places of Business or Collateral.

Each Grantor shall:

(a) maintain its jurisdiction of formation in the jurisdiction set forth in Section 3.7, and in such other places as such Grantor may select, provided that such Grantor shall provide to the Administrative Agent at least twenty (20) days’ prior written notice of any reorganization under the laws of a different jurisdiction and,

Exhibit L-13

(b) keep, store and maintain the Collateral only at the locations disclosed to the Administrative Agent,

(c) keep and maintain the records and books of account relating to the Collateral only at such Grantor’s chief executive office or at the Borrower’s chief executive office.

Section 4.1.3 No Impairment.

Each Grantor shall not take or permit to be taken any action in connection with the Collateral which would impair in any material respect the value of the interests or rights of such Grantor therein or which would impair the interests or rights of the Administrative Agent therein or with respect thereto.

Section 4.1.4 Sale of Assets.

Each Grantor shall not sell, lease, assign, pledge, transfer or otherwise dispose of any of the Collateral, whether now owned or hereafter acquired, except as expressly permitted by the Credit Agreement.

ARTICLE V

RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT

Section 5.1 Miscellaneous Rights of the Administrative Agent

Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right: (i) to declare all of the monetary Obligations to be immediately due and payable, whereupon all such Obligations shall become immediately due and payable without presentment, demand, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by each Grantor, anything contained herein to the contrary notwithstanding; (ii) to exercise any one or more of the rights and remedies exercisable by the Administrative Agent under any other provisions of this Security Agreement, or any other related agreement, or exercisable by a secured party under the UCC or under any other applicable law; and (iii) to exercise, in the name of any Grantor or in the name of the Administrative Agent, such rights and powers with respect to the Collateral as such Grantor might exercise, including, the right to:

(a) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral or any part thereof;

(b) insure, process, and preserve the Collateral;

(c) transfer the Collateral or any part thereof to the name of the Administrative Agent or to the name of the Administrative Agent’s nominee;

Exhibit L-14

(d) receive, open, and dispose of mail addressed to such Grantor relating to the Collateral or any part thereof;

(e) collect and endorse, receive, and give receipts for all dividends, interest, rent, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral or any part thereof or on account of its sale or lease;

(f) initiate, pursue, compromise, settle or withdraw any claims, suits or proceedings pertaining to the Collateral or any part thereof or to any interest, rent or other payment on or on account of the Collateral or any part thereof or on account of its sale or lease;

(g) take possession of and endorse in the name of such Grantor or in the name of the Administrative Agent, for the account of such Grantor, any bills of exchange, checks, drafts, money orders, notes or any other chattel paper, documents or instruments constituting all or any part of the Collateral or received as interest, rent or other payment on or on account of the Collateral or any part thereof or on account of its sale or lease;

(h) appoint another (who may be an employee, officer or other representative of the Administrative Agent) to do any of the foregoing on behalf of the Administrative Agent;

(i) execute (in the name, place and stead of such Grantor) endorsements, assignments and other instruments of conveyance or transfer with respect to all or any of the Collateral; and

(j) take any other action which the Administrative Agent deems necessary or desirable to protect or realize upon its security interest in the Collateral or any part thereof, and each Grantor hereby irrevocably appoints the Administrative Agent as such Grantor’s attorney-in-fact to take any such action, including the execution and delivery of any and all documents or instruments related to the Collateral or any part thereof in such Grantor’s name, and said appointment shall create in the Administrative Agent a power coupled with an interest which shall be irrevocable.

Section 5.2 Right of the Administrative Agent to Take Possession and Foreclose.

Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent shall:

(a) have the right and power to take possession of the Collateral and of any and all books of account and records of any Grantor relating to any of the Collateral,

(b) have the right to place the Administrative Agent’s representatives upon any premises on which the Collateral or any part thereof or any such books of account or records may be situated with full power to remove the same therefrom, and

Exhibit L-15

(c) have the right to exclude any Grantor and all persons claiming under such Grantor from any access to the Collateral or to any part thereof, and the Administrative Agent and such representatives are hereby granted the irrevocable license to enter upon such premises for such purpose.

The Administrative Agent may require one or more Grantors to assemble the Collateral or any part thereof and to make the same (to the extent the same is moveable) available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to such Grantor and the Administrative Agent. The Administrative Agent may render the Collateral or any part thereof unusable without removing the same from the premises on which it may be situated, and may sell the same on the premises of such Grantor if such Collateral or part thereof is situated thereon. The Administrative Agent may make formal application for the transfer of all of such Grantor’s permits, licenses, approvals, and the like relating to the Collateral or to such Grantor’s business to the Administrative Agent or to any assignee of the Administrative Agent or to any purchaser of any of the Collateral to the extent the same are assignable in accordance with their terms and applicable law. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give such Grantor at least ten (10) days’ prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, which notice shall constitute reasonable notice.

In addition to exercising the foregoing rights, the Administrative Agent may, to the extent permitted by law, arrange for and conduct the sale of the Collateral at a public or private sale, as the Administrative Agent may elect, which sale may be conducted by an employee or representative of the Administrative Agent, and any such sale shall be considered or deemed to be a sale made in a commercially reasonable manner. The Administrative Agent may release, temporarily or otherwise, to a Grantor any item of Collateral of which the Administrative Agent has taken possession pursuant to any right granted to the Administrative Agent by this Security Agreement without waiving any rights granted to the Administrative Agent under this Security Agreement, the Credit Agreement, the other Loan Documents or any other agreement related hereto or thereto.

Each Grantor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshalling of assets or to require, upon foreclosure, sales of assets in a particular order. Each successor and assign of each Grantor, including a holder of a lien subordinate to the lien created hereby (without implying that such Grantor has, except as expressly provided herein, a right to grant an interest in, or a subordinate lien on, any of the Collateral), by acceptance of its interest or lien agrees that it shall be bound by the above waiver, to the same extent as if such holder gave the waiver itself. Each Grantor also hereby waives, to the full extent it may lawfully do so, the benefit of all laws providing for rights of appraisal, valuation, stay or extension or of redemption after foreclosure now or hereafter in force.

Exhibit L-16

Section 5.3 Right of the Administrative Agent to Collect and Service Accounts.

Upon the occurrence and during the continuation of any Event of Default, and the acceleration of any Loan in accordance with Article VII of the Credit Agreement, the Administrative Agent may notify or may require any Grantor to notify any person or entity obligated to such Grantor under any account for monies due or to become due forming all or any part of the Collateral, whether now existing or hereafter acquired, that the same has been assigned to the Administrative Agent and that such obligor should make payment or performance of its obligations under such account directly to the Administrative Agent, and the Administrative Agent may take possession of and exercise control over all proceeds of any such account in such Grantor’s possession or otherwise, and may take any other action which the Administrative Agent deems necessary or desirable to collect any such account or the proceeds thereof. To evidence the Administrative Agent’s rights hereunder, each Grantor shall, at such Grantor’s expense, execute such assignments or endorsements of any such account, or of the proceeds thereof, as the Administrative Agent may request.

Section 5.4 Right of the Administrative Agent to Use, Operate and Maintain Collateral.

Rights of the Administrative Agent. Upon the Administrative Agent’s taking possession of all or any part of the Collateral in accordance with the terms of this Security Agreement or otherwise, the Administrative Agent shall have the right to hold, store, and/or use, operate, manage, and control the same. Upon any such taking of possession, the Administrative Agent may (but shall not be obligated to), from time to time, at the expense of the applicable Grantor, make all such repairs, replacements, alterations, additions, and improvements to and of all or any of the Collateral as the Administrative Agent may deem proper. In any such case, the Administrative Agent shall have the right to exercise all rights and powers of such Grantor in respect of the Collateral or any part thereof as the Administrative Agent shall deem proper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof as the Administrative Agent may see fit; and the Administrative Agent shall be entitled to collect and receive all rents, issues, profits, fees, revenues, and other income of the same and every part thereof.

The Administrative Agent Has No Duty. The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for the reasonable care and preservation of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

Section 5.5 Right of the Administrative Agent to Appoint Receiver.

Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent shall, as a matter of right and without any requirement of notice, to the extent permitted under applicable law, be entitled to appoint a receiver for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or otherwise. All disbursements made by the receiver under this Section 5.5 and the expenses of receivership shall be added to and be a part of the Obligations, and, whether or not said principal

Exhibit L-17

sum, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Security Agreement and shall be due and payable upon demand therefore and thereafter shall bear interest at the rate set forth in Section 2.2 of the Credit Agreement.

Section 5.6 Remedies Cumulative; Delay Not Waiver.

The rights and remedies of the Administrative Agent under the Credit Agreement, this Security Agreement, the other Loan Documents, or any other related agreement are cumulative and shall in no way affect, or deprive the Administrative Agent of, or be deemed to constitute a waiver by the Administrative Agent of any other rights or remedies allowed to the Administrative Agent at law or in equity. No notice to or demand on any Grantor in any case shall entitle such Grantor to any other notice or demand in similar or other circumstances and the exercise of any one remedy shall not impair the Administrative Agent’s right simultaneously or at any time or in any order to exercise any other remedy nor shall the exercise of any remedy in one case impair or otherwise affect the Administrative Agent’s right or ability to exercise such remedy contemporaneously or again in the same case or in any other case. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 5.7 Waiver of Rights.

To the extent permitted under applicable law, each Grantor waives all rights and remedies of a debtor or grantor under the UCC or other applicable law, and all formalities prescribed by law relative to the sale or disposition of the Collateral (other than notice of sale) after the occurrence and during the continuation of an Event of Default and all other rights and remedies of the Grantor with respect thereto. In exercising its right to take possession of the Collateral upon the occurrence and during the continuation of an Event of Default hereunder, the Administrative Agent, personally or by its agents or attorneys, and subject to the rights of any tenant under any lease or sublease of the Collateral, to the fullest extent permitted by law, may enter upon any land owned or leased by such Grantor without being guilty of trespass or any wrongdoing, and without liability for damages thereby occasioned.

Section 5.8 Compliance with Restrictions.

Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary:

(a) in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that prospective bidders and purchasers have certain qualifications, and restrict prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or

Exhibit L-18

(b) in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official.

Each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to any Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Section 5.9 Application of Proceeds.

All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to this Article V may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied in accordance with Section 8.7 of the Credit Agreement. Each Grantor shall remain jointly and severally liable for any deficiency. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Obligations and the termination of all Interest Rate Agreements to which a Secured Party is a party shall be paid over to such Grantor or to whomsoever may be lawfully entitled to receive such surplus.

Section 5.10 Indemnity and Expenses.

Each Grantor shall upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Security Agreement;

(b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral;

(c) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(d) the failure by such Grantor to perform or observe any of the provisions hereof.

The provisions of this Section 5.10 shall survive termination of this Security Agreement.

Section 5.11 Authorization to File Financing Statements.

Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such

Exhibit L-19

Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the UCC of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Additional Actions and Documents.

Each Grantor agrees that at any time, and from time to time, at the expense of such Grantor, each Grantor will promptly execute and deliver all further instruments, and take all further action that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Nothing in this Section 6.1 shall be construed as limiting the Obligations of the Borrower under Section 5.11 or Section 5.12 or any other provision of the Credit Agreement.

Section 6.2 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Grantor, to the following address:

Grantor’s Name
c/o Switch & Data Facilities Company, Inc.
1715 N. Westshore Blvd.,
Suite 650 Tampa, Florida 33607
Attn:	Chief Financial Officer
Telecopy:	(813)207-7802

In addition, all notices to the Administrative Agent shall also be sent to:

Deutsche Bank AG New York Branch 60 Wall Street New York, New York 10005
Attn.:	Anca Trifan
Telecopy:	(212) 250-6159

Exhibit L-20

Section 6.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Grantor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 6.4 Release and Satisfaction.

Upon the indefeasible payment (whether in cash and/or other consideration which is satisfactory to the Term Loan Lenders in their sole discretion) and performance in full of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party, (i) this Security Agreement and the security interest created hereby shall terminate, and (ii) upon written request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor, at such Grantor’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, releases and satisfactions of all financing statements, mortgages, notices of assignment and other registrations of security, and such Grantor shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s liabilities and obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 6.5 Benefit.

This Security Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and the Secured Parties and their respective successors, legal representatives and permitted assigns. Each Grantor shall not assign any of its rights or obligations hereunder except in accordance with the applicable provisions of the Credit Agreement.

Section 6.6 Additional Grantors.

Subsidiaries of the Borrower and/or Switch and Data Facilities Company, Inc., the parent of the Borrower (“Additional Grantors”) may hereafter become parties to this Security Agreement by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Security Agreement in connection therewith. Upon such execution and delivery by any Additional Grantor, such Additional Grantor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Grantor had executed this Security Agreement as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Grantor’s obligations hereunder.

Section 6.7 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Security Agreement, or consent to any departure by the Administrative Agent therefrom, shall be

Exhibit L-21

effective unless the same shall be in writing and signed by the Administrative Agent; provided. however, that upon the execution of this Security Agreement by any Additional Grantor, the Administrative Agent and/or such Additional Grantor may update the schedules attached hereto, as necessary. Each Grantor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 6.8 Headings.

Section and subsection headings contained in this Security Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Security Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 6.9 Applicable Law; Entire Agreement.

This Security Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), except to the extent that the validity or perfection of the security interest hereunder, or exercise of remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York. This Security Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 6.10 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Security Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Security Agreement or of such provision or obligation in any other jurisdiction.

Section 6.11 Consent to Jurisdiction.

Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Security Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.10 shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement against any Grantor or any of its properties in the

Exhibit L-22

courts of any jurisdiction. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement in any court referred to in this Section 6.10. Each Grantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Grantor irrevocably consents to service of process in the manner provided for notices in Section 6.2. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 6.12 Construction.

Each Grantor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Security Agreement with its legal counsel and that this Security Agreement shall be construed as if jointly drafted by each Grantor and the Administrative Agent.

Section 6.13 Survival.

All agreements, covenants, representations and warranties made herein shall survive the execution and delivery of this Security Agreement. Notwithstanding anything in this Security Agreement or implied by law to the contrary, the agreements set forth in Sections 5.10 shall survive the payment of the Obligations and the termination of this Security Agreement.

Section 6.14 Counterparts; Effectiveness.

This Security Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Security Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page to this Security Agreement or to any amendments, waivers, consents or supplements hereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 6.15 Waiver of Jury Trial.

EACH GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Exhibit L-23

Section 6.16 Intercreditor Arrangements.

The Grantors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit L-24

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

Grantor:

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

Grantor:

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

Grantor:

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit L-25

SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
	By:
		George A. Pollock, Jr.
		Treasurer

Exhibit L-26

SWITCH & DATA AZ ONE LLC SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA FL FOUR LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA LA ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TN TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
		George A. Pollock, Jr.
		Treasurer

Exhibit L-27

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	)
	)	ss.
COUNTY OF	)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this      day of             ,             , personally appeared George A. Pollock, Jr., to me known personally, and who, being by me duly sworn deposes and says that he is the authorized officer of SWITCH & DATA HOLDINGS, INC., SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND DATA ENTERPRISES, INC., SWITCH AND DATA MANAGEMENT COMPANY LLC, SWITCH AND DATA OPERATING COMPANY LLC, SWITCH & DATA FACILITIES COMPANY LLC, SWITCH AND DATA COMMUNICATIONS LLC, SWITCH AND DATA FL SEVEN LLC, SWITCH AND DATA IL FIVE LLC, TELX ACQUISITION, INC., SWITCH AND DATA CA NINE LLC, SWITCH AND DATA GA THREE LLC, SWITCH AND DATA IL FOUR LLC, SWITCH AND DATA NY FOUR LLC, SWITCH AND DATA NY FIVE LLC, SWITCH & DATA/NY FACILITIES COMPANY LLC, SWITCH AND DATA PA THREE LLC, SWITCH AND DATA PA FOUR LLC, SWITCH AND DATA DALLAS HOLDINGS I LLC, SWITCH AND DATA DALLAS HOLDINGS II LLC, SWITCH AND DATA VA FOUR LLC, SWITCH AND DATA WA THREE LLC, SWITCH & DATA AZ ONE LLC, SWITCH & DATA CA ONE LLC, SWITCH & DATA CA TWO LLC, SWITCH & DATA CO ONE LLC, SWITCH & DATA FL ONE LLC, SWITCH & DATA FL TWO LLC, SWITCH & DATA FL FOUR LLC, SWITCH & DATA GA ONE LLC, SWITCH & DATA IL ONE LLC, SWITCH & DATA IN ONE LLC, SWITCH & DATA LA ONE LLC, SWITCH & DATA MA ONE LLC, SWITCH & DATA MI ONE LLC, SWITCH & DATA MO ONE LLC, SWITCH & DATA MO TWO LLC, SWITCH & DATA NY ONE LLC, SWITCH & DATA OH ONE LLC, SWITCH & DATA PA TWO LLC, SWITCH & DATA TN TWO LLC, SWITCH & DATA TX ONE LLC, SWITCH & DATA VA ONE LLC, SWITCH & DATA VA TWO LLC, SWITCH & DATA WA ONE LLC, SWITCH AND DATA TX FIVE LP, and that said instrument was signed and sealed on behalf of said company, and said officer acknowledged said instrument to be the free act and deed of each said company.

Notary Public

My commission expires:

Exhibit L-28

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit L-29

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	)
	)	ss.
COUNTY OF	)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this      day of             ,             , personally appeared                              to me known personally, and who, being by me duly sworn, deposes and says that he/she is the                              of Deutsche Bank AG New York Branch, and that said instrument was signed and sealed on behalf of said bank, and said officer acknowledged said instrument to be the free act and deed of said bank.

Notary Public

My commission expires:

Exhibit L-30

SCHEDULE 1

TRADEMARKS OF SWITCH AND DATA OPERATING COMPANY LLC

Owner	Registered Service Marks	Date Reg. New
Switch & Data Facilities Company LLC	“SINGLECNXT” (Reg. No. 2,777,927)	10/28/2003
Switch and Data Operating Company LLC	The “PAIX orbital X logo” (Reg. No. 2,680,021)	01/28/2003
Switch and Data Operating Company LLC	“PAlX” (Reg. No. 2,812,118)	02/10/2004
Switch & Data Facilities Company, Inc.	“SECURE CO-LOCATION POWERED BY CHOICE” (Reg. No. 2,705,900)	04/15/2003
Switch & Data Facilities Company, Inc.	“SELECTCONNECT” (Reg. No. 2,627,283)	10/01/2002
Switch & Data Holdings, Inc.	“SWITCH AND DATA” (Reg. No. 2,984,759)	08/16/2005
Switch & Data Facilities Company, Inc.	“IP EXCHANGE CENTER” (Reg. No. 2,574,692)	05/28/2002
Switch & Data Facilities Company, Inc.	“TECHSMART” (Reg. No. 2,569,329)	05/14/2002
Switch & Data Facilities Company, Inc.	“IPEC” (Reg. No. 2,687,833)	02/18/2003
	Pending Service Marks
Switch & Data Holdings, Inc.	“Switch and Data” International Class 42
Switch and Data Operating Company LLC	“MetroPAIX”
	Common Law Trademarks
	“Peering by PAIX and the associated logo “Secure.Reliable.Neutral.Connected”
	“MetroPAIX”
	“Virtual Network Interconnect”
	“Switch & Data Facilities Company
	“Switch and Data”

Exhibit L-31

SCHEDULE 3.4

None.

Exhibit L-32

SCHEDULE 3.7

Jurisdiction of Formation/Incorporation

Company	Jurisdiction of Formation
Switch and Data Communications LLC	Texas
Switch and Data FL Seven LLC	Texas
Switch and Data IL Five LLC	Texas

Exhibit L-33

EXHIBIT M

[FORM OF TERM LOAN NOTE]

$[                    ] [Date]

FOR VALUE RECEIVED, the undersigned, SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of [                            ] (the “Term Loan Lender”) the principal sum of [                            ] DOLLARS ($[                    ]) or, if less, the aggregate unpaid principal amount of the Term Loan made by the Term Loan Lender to the Borrower pursuant to the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, on such dates and in such amounts as are set forth in Section 2.5 to the Credit Agreement. The amounts payable on the Term Loan Maturity Date may be reduced in accordance with the terms of the Credit Agreement. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement.

Payments of both principal and interest are to be made in accordance with the provisions set forth in the Credit Agreement and without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Term Loan Note is one of the Term Loan Notes referred to in, and evidences the Term Loan Exposure of the Term Loan Lender in respect of the Term Loan made to the Borrower under, the Credit Agreement, to which reference is made for a description of the security for this Term Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable. Under certain circumstances, prepayment penalties may be imposed, as described in the Credit Agreement.

Without affecting (a) the obligation of the Term Loan Lender to maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to the Term Loan Lender in accordance with the Credit Agreement, (b) the Administrative Agent’s obligation to maintain the Register or (c) the provisions of Section 2.1.D(ii) of the Credit Agreement, the Term Loan Lender may make (or cause to be made) appropriate notations on the grid attached to this Term Loan Note (or on any continuation of such grid).

Exhibit M-1

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. No assignment of this Term Loan Note and the obligation evidenced hereby (whether in whole or in part) shall be effective unless it shall have been recorded in the Register by the Administrative Agent in accordance with the terms of the Credit Agreement.

The Borrower, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Term Loan Note and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

THIS TERM LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit M-2

TERM LOAN AND PRINCIPAL PAYMENTS

Amount of Term Loan Made			Amount of Principal Repaid			Unpaid Balance Principal
Date	Base Rate	Adjusted Eurodollar Rate	Interest Period (If Applicable)	Base Rate	Adjusted Eurodollar Rate	Base Rate	Adjusted Eurodollar Rate	Total	Notation Made By

Exhibit M-3

EXHIBIT N

[FORM OF BLOCKED ACCOUNT AGREEMENT]

DEPOSIT ACCOUNT CONTROL AGREEMENT

(With Future Notification)

This DEPOSIT ACCOUNT CONTROL AGREEMENT (“Agreement”) is made and entered into as of this          day of                     , 20     by and among WACHOVIA BANK, NATIONAL ASSOCIATION as depositary bank (the “Bank”), the Bank’s depositor customer, [insert name of company], a [insert jurisdiction of organization] [insert entity form] (the “Company”), DEUTSCHE BANK AG NEW YORK BRANCH (the “First Lien Agent”) and DEUTSCHE BANK AG NEW YORK BRANCH (the “Second Lien Agent” and, collectively with the First Lien Agent, the “Agents”).

Statement of Facts

The Bank acknowledges that, as of the date hereof, it maintains in the name of the Company the deposit account(s) identified on Exhibit A attached hereto and made a part hereof (each an “Account” and, collectively, the “Accounts”). One or more of the Accounts may be served by one or more lockboxes operated by the Bank, which lockboxes (if any) also are listed on Exhibit A (each a “Lockbox” and, collectively, the “Lockboxes”). The Account(s) and any Lockbox(es) are governed by the terms and conditions of the Company’s commercial deposit account agreement published by the Bank from time to time and, with respect to any Lockbox, also may be governed by a lockbox service description between the Bank and the Company (collectively, with all applicable services descriptions and/or agreements, the “Deposit Agreement”).

The Company hereby confirms to the Bank that the Company has granted to the First Lien Agent on a first priority basis and to the Second Lien Agent on a second priority basis a security interest in the following (collectively, the “Account Collateral”): (a) the Account(s), (b) the Lockbox(es) and (c) the Items Collateral. The term “Items Collateral” means, collectively, all checks, drafts, instruments, cash and other items at any time received in any Lockbox or for deposit in any Account (subject to specific Lockbox instructions in effect for processing items), wire transfers of funds, automated clearing house (“ACH”) entries, credits from merchant card transactions and other electronic funds transfers or other funds deposited in, credited to, or held for deposit in or credit to, any Account.

The parties desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Account Collateral. In consideration of the mutual covenants herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Control of the Accounts

(a) The Statement of Facts is incorporated herein by reference. The Bank represents that it is a “bank”. The Company and the Bank acknowledge that each Account is a “deposit account”. Each party to this Agreement acknowledges that this Agreement is an “authenticated” record and

Exhibit N-1

that the arrangements established under this Agreement constitute “control” of each Account. Each of these terms is used in this Agreement as defined in Article 9 of the Uniform Commercial Code as adopted by the State of Florida (the “Florida UCC”).

(b) The Company represents and warrants to the Agents that Exhibit A contains a complete and accurate list of all Accounts and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company covenants for the benefit of the Agents that the Company shall not open or maintain any deposit account with the Bank other than the Account(s). Nothing in this Agreement shall impose upon the Bank any duty to monitor or assure the Company’s compliance with this Section l(b).

(c) The Bank confirms that, as of the date of this Agreement, the Company and the Bank have not entered into any agreement (other than the Deposit Agreement) with any person pursuant to which the Bank is obligated to comply with instructions from such person as to the disposition of funds in any Account or of Items Collateral. During the term of this Agreement the Bank will not enter into any agreement with any person other than the Agents pursuant to which the Bank will be obligated to comply with instructions from such person as to the disposition of funds in any Account or of Items Collateral.

(d) The Company authorizes and directs the Bank to comply with all instructions given by the Agents in accordance with this Agreement and permissible under the Deposit Agreement, including directing the disposition of funds in any Account or as to any other matter relating to any Account or other Account Collateral, without further consent by the Company.

(e) Each Agent authorizes and instructs the Bank to (i) permit the Company to have access to and disposition over the Account(s) and Account Collateral and to otherwise deal with same as provided in the Deposit Agreement and (ii) act upon the instructions that the Bank shall receive from the Company concerning the Lockbox and the Account Collateral until the implementation by the Bank of the written instruction from any Agent to the Bank substantially in the form of Exhibit B attached hereto and made a part hereof (the “Notice”) in accordance with the provisions of Section 7 of this Agreement. Each Agent’s right to give instructions to the Bank regarding any Account Collateral also shall include (but is not limited to) the right to give “stop payment orders” to the Bank for any item presented to the Bank against any Account even if it results in dishonor of the item presented against the Account.

(f) Until delivery of the Notice by any Agent in accordance with the provisions of Section 7, the Agents shall not give any instruction to the Bank or otherwise exercise control over the Account(s) and the Account Collateral and, until the Bank shall receive and implement the Notice as provided in Section 7, the Bank shall not (and shall not be required by the provisions of this Agreement to) honor and follow any instruction the Bank may receive from the Agents with regard to the Account(s) and the Account Collateral. Upon the implementation of the Notice by the Bank, the Bank shall not permit any officer, agent or other representative of the Company or its affiliates to direct the disposition of funds in any Account, withdraw any amount from any Account or otherwise exercise any authority or power with respect to any Lockbox, Account or Account Collateral. Upon implementation of the Notice by the Bank, all collected and available funds in any Account shall only be withdrawn or transferred based on instructions given by the Agents in accordance with this Agreement.

Exhibit N-2

(g) Notwithstanding anything herein to the contrary, (i) prior to receipt by Bank of a Notice of Termination of First Lien Obligations substantially in the form of Exhibit D attached hereto (“Notice of Termination of First Lien Obligations”) sent by First Lien Agent, Bank shall not comply with any instruction originated by Second Lien Agent, and references herein to any action permitted to be taken by “the Agents” or by “any Agent” shall be construed to mean action by the First Lien Agent, and (ii) after receipt by Bank of a Notice of Termination of First Lien Obligations sent by First Lien Agent, Bank shall not comply with any instruction originated by First Lien Agent, and references herein to any action permitted to be taken by “the Agents” or by “any Agent” shall be construed to mean action by the Second Lien Agent.

(h) Federal Reserve Regulations and Operating Circulars, ACH or other clearing house rules and other applicable law (including, without limitation, the Uniform Commercial Code as adopted by the State in which the respective Account identified on Exhibit A is located (hereinafter, the “Applicable UCC”)) and the Deposit Agreement shall also apply to the Agents’ exercise of control over the Account(s) and the Account Collateral and to the performance of services hereunder by the Bank. Each of the Company and the Agents authorizes and instructs the Bank to supply the Company’s or the Agents’ endorsement, as appropriate, to any Items Collateral that the Bank shall receive for deposit to any Account.

2. Statements and Other Information If so requested of the Bank by any Agent in writing, the Bank will send to such Agent (in a manner consistent with the Bank’s standard practices) at such Agent’s address specified in Section 7, copies of all Account statements and communications (but not canceled checks) that the Bank is required to send to the Company under the Deposit Agreement. The Bank also shall provide to each of the Company and the Agents when requested (as a service under this Agreement and/or the Deposit Agreement) copies of Account statements and other deposit account information, including Account balances, by telephone and by computer communication, to the extent practicable when requested by the Company or by the Agents. The Company consents to the Bank’s release of such Account information to the Agents. The Bank’s liability for its failure to comply with this Section 2 shall not exceed its cost of providing such information.

3. Setoff; Returned Items and Charges

(a) The Bank will not exercise any security interest (except for the security interest provided in Section 4-210, “Security Interest of Collecting Bank in Items, Accompanying Documents and Proceeds”, of the Applicable UCC), lien, right of setoff, deduction, recoupment or banker’s lien or any other interest in or against any Account or any other Account Collateral, and the Bank hereby subordinates to the Agents any such security interest (except for such security interest provided in such Section 4-210 of the Applicable UCC), lien or right which the Bank may have against any Account or other Account Collateral. Notwithstanding the preceding sentence, the Agents and the Company agree that the Bank at all times (including following commencement of any bankruptcy or insolvency proceeding by or against the Company) may set off and charge against any Account (regardless of any agreement by the Company to compensate the Bank by means of balances in the Account) all of the following as permitted by the Deposit Agreement (collectively, the “Permitted Debits”): (i) the face amount of each Returned Item (hereinafter defined), (ii) usual and customary service charges and fees, (iii) account maintenance fees,

Exhibit N-3

(iv) transfer fees, (v) out-of-pocket fees and expenses (including attorneys’ reasonable fees) incurred by the Bank (including those in connection with the negotiation, administration or enforcement of this Agreement), and (vi) adjustments or corrections of posting or encoding errors; whether any Permitted Debit shall have accrued or been incurred before or after the date of this Agreement. “Returned Item” means any (i) Items Collateral deposited into or credited to an Account before or after the date of this Agreement and returned unpaid or otherwise uncollected or subject to an adjustment entry, whether for insufficient funds or any other reason, and without regard to the timeliness of such return or adjustment or the occurrence or timeliness of any other party’s notice of nonpayment or adjustment; (ii) Items Collateral subject to a claim against the Bank for breach of transfer, presentment, encoding, retention or other warranty under Federal Reserve Regulations or Operating Circulars, ACH or other clearing house rules, or applicable law (including, without limitation, Articles 3, 4 and 4A of the Applicable UCC); and (iii) demand for chargeback in connection with a merchant card transaction.

(b) If (i) the Bank were unable to set off or charge any Permitted Debit against any Account because of insufficient funds in the Account, or (ii) the Bank in good faith were to believe that any legal process or applicable law prohibited such setoff or charge against any Account, or (iii) the Account were closed, then: (A) the Bank may charge such Permitted Debits to and set off same against any other Account; and (B) if there were insufficient funds in the Account(s) against which to charge or set off such Permitted Debits, then the Bank shall demand (unless the Bank shall believe in good faith that any legal process or applicable law prohibits such demand) that the Company pay, and the Company shall pay, to the Bank promptly upon the Company’s receipt of the Bank’s written demand therefor, the full amount of all unpaid Permitted Debits.

(c) If (i) there were insufficient funds in the Account(s) against which the Bank could charge or set off Permitted Debits and the Company shall have failed to pay the Bank the full amount of unpaid Permitted Debits as described in paragraph (b) of this Section 3, and (ii) the Bank shall have received and implemented the Notice as provided herein, then the Bank may demand that any Agent pay, and such Agents shall pay, to the Bank within five (5) business days of such Agent’s receipt of the Bank’s written demand therefor, the full amount of unpaid Permitted Debits; provided, however, as to unpaid Permitted Debits that are service charges, fees or expenses, such Agent shall be required to pay to the Bank only those service charges, fees or expenses attributable to any Account that shall have been incurred in connection with any Account on or after the date of this Agreement and on or before the date of termination of this Agreement.

4. Exculpation of Bank

(a) At all times the Bank shall be entitled to rely upon any communication it receives from the Agents or the Company in connection with this Agreement or that the Bank shall believe in good faith to be a communication received from the Agents or the Company in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Agents for (i) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) any Agent in accordance with this Agreement, and (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from)

Exhibit N-4

the Company in accordance with this Agreement and the Deposit Agreement prior to the implementation of the Notice by the Bank. The Bank shall not be responsible for the validity, priority or enforceability of the Agents’ security interest in any Account Collateral, nor shall the Bank be responsible for enforcement of any agreement between the Company and the Agents.

(b) The Bank shall be responsible only for the actual loss that a court having jurisdiction over the Account(s) shall have determined had been incurred by the Company or the Agents and had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement. The Bank shall have no liability to any party for failure of, or delay in, its performance under this Agreement resulting from any “act of God”, war or terrorism, fire, other catastrophe or force majeure, electrical or computer or telecommunications failure, any event beyond the control of the Bank, or fraud committed by any third party. Nothing in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between the Bank and the Company or between the Bank and the Agents. Except as shall be specifically required under this Agreement or the Deposit Agreement or applicable law, the Bank shall have no duty whatsoever to the Company in connection with the subject matter of this Agreement. Except as shall be specifically required under this Agreement or applicable law, the Bank shall have no duty whatsoever to the Agents in connection with the subject matter of this Agreement.

5. Indemnification

(a) The Company hereby indemnifies the Bank and holds it harmless against, and shall reimburse the Bank for, any loss, damage or expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) including, but not limited to, (i) unpaid charges, fees, and Returned Items for which the Company and/or the Agents originally received credit or remittance by the Bank, and (ii) any loss, damage or expense the Bank shall incur as a result of (A) entering into or acting pursuant to this Agreement, (B) honoring and following any instruction the Bank may receive from (or shall believe in good faith to be from) the Agents or the Company under this Agreement, and (C) upon implementation of the Notice, not honoring or following any instruction it shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement. The Company shall not be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement.

(b) Without limiting in any way the Agents’ obligation to pay or reimburse the Bank as otherwise specified in this Agreement, each Agent hereby indemnifies the Bank and holds it harmless against any loss, damage or expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) which the Bank shall incur as a result of honoring or following any instruction (including the Notice) it shall receive from (or shall believe in good faith to be from) any Agent under this Agreement. The Agents shall not be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement.

Exhibit N-5

(c) No party hereto shall be liable to any other party under this Agreement for lost profits or special, indirect, exemplary, consequential or punitive damages, even if such party shall have been advised of the possibility of such damages.

6. Third Party Claims; Insolvency of Company

(a) In the event that the Bank shall receive notice that any third party shall have asserted an adverse claim by legal process against any Account or any sums on deposit therein, any Lockbox or other Account Collateral, whether such claim shall have arisen by tax lien, execution of judgment, statutory attachment, garnishment, levy, claim of a trustee in bankruptcy, debtor-in- possession, post-bankruptcy petition lender, court appointed receiver, or other judicial or regulatory order or process (each, a “Claim”), the Bank may, in addition to other remedies it possesses under the Deposit Agreement, this Agreement or at law or in equity: (i) suspend disbursements from such Account without any liability until the Bank shall have received an appropriate court order or other assurances reasonably acceptable to the Bank in its sole discretion establishing that funds may continue to be disbursed according to instructions then applicable to such Account, and/or (ii) interplead such funds in such Account as permitted by applicable law. The Bank’s costs, expenses and attorneys’ reasonable fees incurred in connection with any such Claim arc Permitted Debits and shall be reimbursed to the Bank in accordance with the provisions of Section 3 above.

(b) If a bankruptcy or insolvency proceeding were commenced by or against the Company, the Bank shall be entitled, without any liability, to refuse to (i) permit withdrawals or transfers from the Account(s) or (ii) accept or comply with the Notice thereafter received by the Bank, until the Bank shall have received an appropriate court order or other assurances reasonably acceptable to the Bank in its sole discretion establishing that (A) continued withdrawals or transfers from the Account(s) or honoring or following any instruction from either the Company or any Agent are authorized and shall not violate any law, regulation, or order of any court and (B) the Bank shall have received adequate protection for its right to set off against or charge the Account(s) or otherwise be reimbursed for all Permitted Debits.

7. Notice and Communications

(a) All communications given by any party to another as required or provided under this Agreement must be in writing, directed to the respective designated officer (“Designated Officer”) set forth under paragraph (c) of this Section 7, and delivered to each recipient party at its address (or at such other address and to such other Designated Officer as such party may designate in writing to the other parties in accordance with this Section 7) either by U.S. Mail, receipted delivery service or via telecopier facsimile transmission. All communications given by the Agents to the Bank must be addressed and delivered contemporaneously to both the Bank’s Designated Officer and the Bank’s “with copy to” addressee at their respective addresses set forth below.

(b) Any communication (including the Notice) made by (or believed in good faith by the Bank to be made by) the Company or the Agents to the Bank under this Agreement shall be deemed delivered to the Bank if delivered by: (i) U.S. Mail, on the date that such communication shall have been delivered to the Bank’s Designated Officer; (ii) receipted delivery service, on the

Exhibit N-6

date and time that such communication shall have been delivered to the Bank’s Designated Officer and receipted by the delivery service; or (iii) telecopier facsimile transmission, on the date and at the time that such communication shall have been delivered to the Bank’s Designated Officer and receipt of such delivery shall have been acknowledged by the recipient telecopier equipment. Notwithstanding the provisions of the preceding sentence, any communication hereunder to the Bank that is an instruction (including the Notice) delivered to the Bank and made by (or believed by the Bank in good faith to be made by) the Company or the Agents shall be deemed received by the Bank when actually delivered to the Bank’s Designated Officer if delivered before 2:00 PM Eastern time on a banking day or, if such communication were delivered after 2:00 PM Eastern time on a banking day or delivered on a day that is not a banking day, then such communication shall be deemed delivered to the Bank’s Designated Officer at the Bank’s opening of its business on the next succeeding banking day. A “banking day” means any day other than any Saturday or Sunday or other day on which the Bank is authorized or required by law to close.

(c) The Notice shall be implemented by the Bank by the close of the Bank’s business on the banking day that shall be one (1) banking day after the banking day on which the Notice was actually received by the Bank’s Designated Officer. Any other instruction delivered to the Bank shall be implemented by the Bank by the close of the Bank’s business on the banking day that shall be two (2) banking days after the banking day on which such instruction was actually received by the Bank’s Designated Officer.

Address for First Lien Agent:	Deutsche Bank AG New York Branch 60 Wall Street New York, New York 10005 Attn: Anca Trifan, Designated Officer Fax: 212.250.6159
Address for Second Lien Agent:	Deutsche Bank AG New York Branch 60 Wall Street New York, New York 10005 Attn: Anca Trifan, Designated Officer Fax: 212. 250.6159
Address for Bank:	Wachovia Bank, National Association Mail Code NC 0817 401 South Tryon Street – 10th Floor Charlotte, North Carolina 28288 Attn: TS Risk Management Legal Governance, Designated Officer Fax: 704. 374. 4224
with copy to:	Wachovia Bank, National Association 100 S. Ashley Drive Tampa, Florida 33602 Attn: Timothy Coop, Designated Officer Fax: 813.276.6454
Address for Company:	[insert name and address of Company] Attn: Fax:

Exhibit N-7

8. Termination

(a) This Agreement may be terminated by the each of the Agents at any time upon receipt by the Bank of both Agents’ written notice of termination issued substantially in the form of Exhibit C attached hereto and made a part hereof. This Agreement may be terminated by the Company only with the express prior written consent of the Agents and, in that case, the Agents and the Company shall jointly so notify the Bank in writing.

(b) This Agreement may be terminated by the Bank at any time on not less than thirty (30) calendar days’ prior written notice given to each of the Company and the Agents. The Bank shall not be liable for the closure of any Lockbox or any Account by the Company or the remittance of any funds therein directly to, or on the instructions of, the Company prior to the implementation of the Notice by the Bank. The Company shall notify the Agents promptly of the Company’s closure of any Lockbox or any Account.

(c) The Bank’s rights to demand and receive reimbursement from the Company under Section 3 above and the Company’s indemnification of the Bank under Section 5 above shall survive termination of this Agreement. The Bank’s right to demand reimbursement from the Agents under Section 3 above shall survive termination of this Agreement for a period of ninety (90) calendar days after the date of termination of this Agreement. The Bank’s right to demand indemnification of the Bank from the Agents under Section 5 above shall survive termination of this Agreement for a period of one hundred eighty (180) calendar days after the date of termination of this Agreement.

(d) Upon termination of this Agreement, all funds thereafter on deposit or deposited in the Accounts and all Items Collateral thereafter received by the Bank shall be subject solely to the provisions of the Deposit Agreement between the Company and the Bank.

9. Miscellaneous

(a) The Company shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank and the Agents. Neither Agent shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank. The Bank shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and the Company, except that the Bank may transfer its rights and obligations under this Agreement to any direct or indirect depositary subsidiary of Wachovia Corporation or, in the event of a merger or acquisition of the Bank, to the Bank’s successor depositary institution (which subsidiary or successor shall be a “bank” as defined in Section 9-102 of the Florida UCC).

(b) The law governing the perfection and priority of the Agents’ security interest in the Account Collateral shall be the law of the State of Florida, which State shall also be the “jurisdiction” of the Bank within the meaning of Section 9-304 of the Florida UCC. The

Exhibit N-8

Accounts, Items Collateral, operation of the Accounts, and Deposit Agreement shall be governed by the Applicable UCC, Federal Regulations and Operating Circulars, ACH or other clearing house rules, and other applicable laws.

(c) This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement. Delivery of an executed signature page counterpart to this Agreement via telecopier facsimile transmission shall be effective as if it were delivery of a manually delivered, original, executed counterpart thereof. This Agreement can be modified or amended only by written agreement of all of the parties hereto evidencing such modification or amendment.

(d) To the extent that any conflict may exist between the provisions of any other agreement between the Company and the Bank and the provisions of this Agreement, then this Agreement shall control. It is understood and agreed that nothing in this Agreement shall give the Agents any benefit or legal or equitable right, remedy or claim against the Bank under the Deposit Agreement.

(e) Each of the Agents and the Bank respectively agrees that it shall not cite or refer to this Agreement as a precedent in any negotiation of any other Deposit Account Control Agreement to which either Agent or any of its affiliates and the Bank shall be party.

10. Waiver of Jury Trial EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH ANOTHER PARTY SHALL BE A PARTY AS TO ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.

[THE REMAINING SPACE ON THIS PAGE IS LEFT BLANK INTENTIONALLY.]

Exhibit N-9

IN WITNESS WHEREOF, each of the parties by its respective duly authorized officer has executed and delivered this Agreement as of the day and year first written above.

BANK:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:
	Name:
	Title:
COMPANY:
	By:
	Name:
	Title:
FIRST LIEN AGENT:	DEUTSCHE BANK AG NEW YORK BRANCH
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Exhibit N-10

SECOND LIEN AGENT:	DEUTSCHE BANK AG NEW YORK BRANCH
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Exhibit N-11

EXHIBIT A

ACCOUNTS OF COMPANY

Account Number Related Lockbox Number, if any Account Name State in Which Account is Located

Exhibit N-12

EXHIBIT B

(To be Issued on Letterhead of Agents)

                     200_

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

NOTICE PURSUANT TO DEPOSIT ACCOUNT CONTROL AGREEMENT

Ladies and Gentlemen:

Pursuant to the Deposit Account Control Agreement (With Future Notification) among                              (the “Company”) you and us dated as of                      , 200     (the “Agreement”), a photocopy of which is attached hereto, this letter shall serve as the Notice as described in and contemplated by the Agreement. Capitalized terms used but not defined in this letter shall have the meanings given them in the Agreement.

You are hereby instructed not to permit any access to or disposition over the Account(s) or other Account Collateral by, and not to accept any instruction with regard to the Account(s) or other Account Collateral from, any person other than the Agents (or as otherwise provided in Section 6 of the Agreement).

None of the officers, agents or other representatives of the Company or any of its affiliates shall at any time hereafter be permitted to direct the disposition of funds in any Account, or to draw upon or otherwise exercise any authority or power with respect to any Lockbox, Account or Account Collateral related thereto.

Very truly yours,

DEUTSCHE BANK AG NEW YORK BRANCH,

as First Lien Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit N-13

DEUTSCHE BANK AG NEW YORK BRANCH,

as Second Lien Agent

By:

Name:

Title:

By

Name:

Title:

Attachment

cc: Company

Exhibit N-14

EXHIBIT C

[To be Issued on Letterhead of Agents]

                    200    

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

[Insert name and address of Company]

NOTICE OF TERMINATION OF DEPOSIT ACCOUNT CONTROL AGREEMENT

Ladies and Gentlemen:

We refer you to the Deposit Account Control Agreement (With Future Notification) among                              (the “Company”), you and us dated as of                          , 200   (the “Agreement”), a photocopy of which is attached hereto. Capitalized terms used but not defined in this letter shall have the meanings given them in the Agreement.

We hereby notify you that by this letter we are exercising our right under Section 8(a) of the Agreement (subject to your rights as set forth in the Agreement) to terminate the Agreement in accordance with its terms. Accordingly the Agreement shall terminate at the close of the Bank’s business [this day] [on                          , 200    I, subject to those undertakings that shall survive termination of the Agreement. Upon termination of the Agreement, all funds thereafter on deposit or deposited in the Account(s) and all Items Collateral received by the Bank shall be subject solely to the provisions of the Deposit Agreement between the Company and the Bank.

Exhibit N-15

Very truly yours,

DEUTSCHE BANK AG NEW YORK BRANCH,

as First Lien Agent

By:

Name:

Title:

By:

Name:

Title:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Second Lien Agent

By:

Name:

Title:

By:

Name:

Title:

Attachment

Exhibit N-16

EXHIBIT D

NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

Deutsche Bank AG New York Branch,

in its capacity as Second Lien Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Manager

Re: Deposit Account Control Agreement dated as of                          , 20     (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among                      (the “Company”), Deutsche Bank AG New York Branch, as First Lien Agent (the “First Lien Agent”) and Deutsche Bank AG New York Branch, as Second Lien Agent (the “Second Lien Agent”) and Wachovia Bank, National Association (“Bank”) regarding deposit account number(s)                              (the “Blocked Account(s)”).

Ladies and Gentlemen:

You are hereby notified that obligations under that certain Third Amended and Restated Credit Agreement, dated on or about October 13, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Agreement”), among Switch & Data Holdings, Inc. (the “Borrower”), the financial institutions from time to time parties thereto as lenders (the “First Lien Lenders”), Deutsche Bank AG New York Branch, as the first lien administrative agent and first lien collateral agent (the “First Lien Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as co-documentation agents, CIT Lending Services Corporation and BNP Paribas, as co-syndication agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, have been paid in full in cash. You are hereby instructed that you may comply with instructions issued by the Second Lien Agent directing disposition of funds in the Blocked Account without our consent, the consent of the Company or the consent of any other person.

Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Exhibit N-17

Sincerely,
DEUTSCHE BANK AG NEW YORK BRANCH as First Lien Agent
By:
Name:
Title:
By:
Name:
Title:
	cc: Company

Exhibit N-18

EXHIBIT O

[FORM OF INTERCREDITOR AGREEMENT]

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT

THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT is entered into as of October 13, 2005, by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Credit Parties listed on the signature pages hereof (and any other Credit Parties that join in this Agreement after the date hereof), DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” under the First Lien Credit Agreement (as defined below) and as collateral agent for the First Lien Lenders with respect to the liens securing the First Lien Obligations (including any successor in such capacity, the “First Lien Agent”), and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” under the Second Lien Credit Agreement (as defined below) and as collateral agent for the Second Lien Lenders with respect to the liens securing the Second Lien Obligations (including any successor in such capacity, the “Second Lien Agent”).

R E C I T A L S

A. The Borrower, the Lenders party thereto (the “First Lien Lenders”), the First Lien Agent, and the documentation agent and syndication agent parties thereto are parties to the Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “First Lien Credit Agreement”), pursuant to which, among other things, First Lien Lenders have agreed, subject to the terms and conditions set forth in the First Lien Credit Agreement, to make certain loans and financial accommodations to the Borrower. All of the Borrower’s obligations to First Lien Agent and First Lien Lenders under the First Lien Credit Agreement and the other First Lien Debt Documents (as hereinafter defined) are secured by first priority liens on and security interests in the Collateral.

B. The Borrower, the Lenders party thereto (the “Second Lenders”), the Second Lien Agent, and the documentation agent and syndication agent parties thereto are parties to the Credit Agreement dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Second Lien Credit Agreement”), pursuant to which, among other things, Second Lien Lenders have agreed, subject to the terms and conditions set forth in the Second Lien Credit Agreement, to make certain loans and financial accommodations to the Borrower. All of the Borrower’s obligations to Second Lien Agent and Second Lien Lenders under the Second Lien Credit Agreement and the other Second Lien Debt Documents (as hereinafter defined) are secured by second priority liens on and security interests in the Collateral.

C. As an inducement to and as one of the conditions precedent to the agreement of First Lien Agent and First Lien Lenders to consummate the transactions contemplated by the First Lien Credit Agreement, First Lien Agent and First Lien Lenders have required the execution and delivery of this Agreement by the Second Lien Agent, for and on behalf of the

Exhibit O-1

Second Lien Lenders and itself, and the Credit Parties, in order to set forth the relative rights and priorities of First Lien Agent, First Lien Lenders, Second Lien Agent and the Second Lien Lenders under the First Lien Debt Documents and the Second Lien Debt Documents and in respect of the Collateral.

NOW, THEREFORE, in order to induce First Lien Agent and First Lien Lenders to consummate the transactions contemplated by the First Lien Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Definitions. The following terms shall have the following meanings in this Agreement:

“Additional Interest” means, at the time of determination, an increase in applicable interest with respect to the First Lien Debt in excess of the sum of (a) the rate of interest (including any default rate of interest, when applicable) payable under the First Lien Credit Agreement from time to time (without giving effect to any amendment of the First Lien Credit Agreement after the date hereof to which the Required Second Lien Lenders have not given (and not authorized the Second Lien Agent to give) written consent), plus (b) 300 basis points.

“Agreement” means this Intercreditor and Lien Subordination Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Bankruptcy Code” shall mean the provisions of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder or any state insolvency, debtor relief or assignment for the benefit of creditor law.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“Collateral” shall mean all of the now existing and hereafter acquired assets of the Borrower and of all other Credit Parties, including without limitation all accounts, inventory, equipment, general intangibles, deposits, cash, and investment property of each of the Credit Parties.

“Credit Parties” shall mean, collectively, the Borrower and the Guarantors.

“DIP Financing” shall have the meaning given to such term in Section 2.2(a) hereof.

“Discharge of all First Lien Debt” shall mean the occurrence of all of the following: (i) termination of all commitments to extend credit that would constitute First Lien Debt, (ii) Payment in Full of all First Lien Debt (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and (iii) termination, cancellation or cash collateralization (in each case, in accordance with the terms of this Agreement) of all outstanding Letter of Credit Liabilities that constitute First Lien Debt.

“Disposition” shall have the meaning given to such term in Section 2.4 hereof.

Exhibit O-2

“Enforcement Action” shall mean (a) to foreclose on, collect on, take possession of or control of, or sell or otherwise realize upon (judicially or non-judicially) any Collateral or otherwise enforce rights with respect to Collateral under any applicable agreement, document or instrument pertaining thereto (including, without limitation, by way of setoff, notification of account debtors, notification of depositary banks under deposit account control agreements or exercise of rights under landlord consents), (b) to receive a transfer of Collateral in satisfaction of any indebtedness secured thereby or (c) to otherwise enforce any security interest or other right or remedy pertaining to the Collateral at law, in equity or pursuant to a First Lien Security Document or Second Lien Security Document, as applicable (including, without limitation, the commencement of any applicable legal proceedings against or with respect to all or any of the Collateral to facilitate the actions described in the immediately preceding clause (a) and clause (b), commencing any applicable Proceeding and exercising voting rights in respect of any equity interests comprising Collateral).

“Excluded First Lien Debt” shall mean, (a) that portion of First Lien Principal Obligations which when made or incurred caused the First Lien Principal Obligations to exceed the Maximum First Lien Debt and (b) any Additional Interest.

“First Lien Agent” shall have the meaning given to such term in the introductory paragraph hereof; provided that, after the consummation of any Permitted Refinancing, the term “First Lien Agent” shall refer to any Person appointed by the holders of the First Lien Debt at such time as agent for themselves for purposes of, among other things, this Agreement.

“First Lien Credit Agreement” shall have the meaning given to such term in the Recitals herein, and shall include any credit agreement that is a Permitted Refinancing First Lien Debt Document.

“First Lien Debt” shall mean all obligations, liabilities and indebtedness of every nature of each Credit Party from time to time owed to First Lien Agent or any First Lien Lender under the First Lien Debt Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, (including, without limitation, all obligations, liabilities and indebtedness arising from or in connection with any transactions which arise out of cash management, depository, investment, letter of credit or other banking or financial services) whether before or after the filing of a Proceeding under the Bankruptcy Code; provided, however, “First Lien Debt” shall not include any Excluded First Lien Debt.

“First Lien Debt Documents” shall mean the First Lien Credit Agreement and all other agreements, documents and instruments executed from time to time in connection therewith (including without limitation the guaranties executed by the Guarantors with respect to the First Lien Debt, each First Lien Security Document, and each Interest Rate Agreement, as defined in the First Lien Credit Agreement, to which a First Lien Lender Party is a party), as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted herein.

Exhibit O-3

“First Lien Default” shall mean an “Event of Default” that arises pursuant to Article VII of the First Lien Credit Agreement (or, with respect to any amended First Lien Credit Agreement or credit agreement that is a Permitted Refinancing First Lien Debt Document, the equivalent default clauses of such agreement).

“First Lien Lender Parties” shall mean the First Lien Agent and each of the First Lien Lenders.

“First Lien Lenders” shall mean the holders of the First Lien Debt, and shall include, without limitation, the “Lenders” (as such term is defined in the First Lien Credit Agreement).

“First Lien Principal Obligations” shall mean, as of any date, the (a) outstanding aggregate principal amount of the “Loans” under the First Lien Credit Agreement as of such date, and (b) the amount of Letter of Credit Liabilities under the First Lien Credit Agreement as of such date.

“First Lien Security Documents” means any agreement, document or instrument executed prior to, concurrently with, or after the First Lien Credit Agreement pursuant to which one or more Credit Parties or any other Person either (i) guarantees payment or performance of all or any portion of the First Lien Debt or any guaranty therefor and/or (ii) provides, as security for all or any portion of the First Lien Debt, a Lien on any of its Property in favor of the First Lien Agent (for the benefit of the First Lien Lender Parties) or any First Lien Lender Party, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Guarantors” means Parent, each direct and indirect Subsidiary of Parent which is organized in a state or territory of the United States, and each other Person that guarantees all or any portion of the First Lien Debt.

“Letter of Credit Liabilities” shall mean all “Letter of Credit Obligations” and “Letter of Credit Fees” (each as defined in the First Lien Credit Agreement) and all other indebtedness and obligations that arise in connection with the issuance, renewal or extension of any “Letter of Credit” pursuant to the terms of the First Lien Credit Agreement.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.

“Maximum First Lien Debt” shall mean on any date of determination thereof, First Lien Principal Obligations in an amount up to the result of (a) $121,000,000, minus (b) the sum of all Term Loan Asset Sale Prepayments prior to such date.

“Paid in Full” or “Payment in Full” shall mean the payment in full in cash of all First Lien Debt (provided that cash collateral in an amount of 105% of the aggregate undrawn amount of the Letters of Credit issued (or deemed to have been issued) under the First Lien Debt Documents may be furnished in lieu of payment in cash for such related Letter of Credit Liabilities) and termination of all commitments to lend or make other financial accommodations under the First Lien Debt Documents.

Exhibit O-4

“Parent” means Switch & Data Facilities Company, Inc.

“Permitted Refinancing” shall mean any Refinancing of the First Lien Debt under the First Lien Debt Documents provided that the financing documentation entered into by the Credit Parties in connection with such Permitted Refinancing constitutes Permitted Refinancing First Lien Debt Documents.

“Permitted Refinancing First Lien Debt Documents” shall mean any financing documentation which Refinances the First Lien Debt, as such financing documentation may be amended, restated, supplemented or otherwise modified from time to time in compliance with this Agreement, provided that such financing documentation shall not include any material terms, covenants or defaults (either initially or made by amendment or other modification) other than those which (a) exist at the time of the Permitted Refinancing in the First Lien Debt Documents or (b) at the time of the Permitted Refinancing could be included in the First Lien Debt Documents by an amendment or other modification thereto without violating the terms of this Agreement.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Property” shall mean, with respect to any Person, all assets, property and interests in property of such Person, whether real, personal or mixed, whether now owned or existing or hereafter acquired or arising and wheresoever located.

“Qualified Appraisal” shall mean, with respect to any Collateral, a written appraisal by a Person nationally recognized as being qualified to appraise the fair market value of Collateral of such type.

“Refinance” shall mean, in respect of any indebtedness, to refinance, replace or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Required Second Lien Lenders” shall mean “Required Lenders” under and as defined in the Second Lien Credit Agreement as in effect on the date hereof.

“Second Lien Agent” shall have the meaning given to such term in the introductory paragraph hereof.

Exhibit O-5

“Second Lien Debt” shall mean all obligations, liabilities and indebtedness of every nature of each Credit Party from time to time owed to Second Lien Agent or any Second Lien Lender under the Second Lien Debt Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code.

“Second Lien Debt Documents” shall mean the Second Lien Credit Agreement and all other agreements, documents and instruments executed from time to time in connection therewith (including, without limitation, the Guaranties executed by the Guarantors with respect to the Second Lien Debt and each Second Lien Security Document), as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted herein.

“Second Lien Enforcement Date” means the date which is 150 calendar days after the occurrence of (i) an “Event of Default” that arises pursuant to the Second Lien Credit Agreement and (ii) the First Lien Agent’s receipt of written notice from the Second Lien Agent certifying that (x) such “Event of Default” has occurred and is continuing and, (y) the Second Lien Debt is currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Second Lien Credit Agreement; provided that the Second Lien Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred at any time when (1) the First Lien Agent or the First Lien Lender Parties have commenced and are diligently pursuing any enforcement action with respect to the Collateral, (2) the First Lien Debt is due and payable in full (whether as a result of acceleration thereof or otherwise) but has been due and payable in full for less than 90 days, (3) any Credit Party is a debtor under or with respect to (or otherwise subject to) any Proceeding, or (4) the acceleration of the Second Lien Debt (if any) has been rescinded in accordance with the terms of the Second Lien Credit Agreement.

“Second Lien Lender Parties” shall mean the Second Lien Agent and each of the Second Lien Lenders.

“Second Lien Lenders” shall mean holders of the Second Lien Debt, and shall include, without limitation, the “Lenders” (as such term is defined in the Second Lien Credit Agreement).

“Second Lien Release” shall have the meaning given to such term in Section 2.4 hereof.

“Second Lien Security Documents” means any agreement, document or instrument executed prior to, concurrently with, or after the Second Lien Credit Agreement pursuant to which one or more Credit Parties or any other Person either (i) guarantees payment or performance of all or any portion of the Second Lien Debt or any guaranty therefor and/or (ii) provides, as security for all or any portion of the Second Lien Debt, a Lien on any of its Property in favor of the Second Lien Agent (for the benefit of the Second Lien Lender Parties) or any Second Lien Lender, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

Exhibit O-6

“Term Loan” shall mean a “Term Loan” as defined in the First Lien Credit Agreement.

“Term Loan Asset Sale Prepayment” shall mean any proceeds of a Disposition (net of transaction costs, amounts of prior liens on such assets, and taxes payable by the selling Credit Party) received by the Credit Parties from any such Disposition used to prepay the amount of Term Loans that are outstanding under the First Lien Credit Agreement.

the meaning given to such term in Section 2.4(a) hereof.

2. Lien Subordination.

2.1. Subordination of Liens Securing Second Lien Debt to Liens Securing First Lien Debt; Failure to Perfect.

(a) Each Credit Party, each First Lien°Lender Party and each Second Lien Lender Party hereby acknowledge and agree that, notwithstanding the time, date, manner or order of grant, attachment or perfection of the Liens on all or any part of the Collateral granted to the First Lien Agent or the Second Lien Agent, as the case may be, (i) all Liens granted on all or any part of the Collateral pursuant to the First Lien Security Documents to the First Lien Agent for the benefit of the First Lien Lender Parties shall be a “first” prior, senior and continuing Lien on all such Collateral to the extent of the First Lien Debt, and (ii) all Liens granted on all or any part of the Collateral pursuant to the Second Lien Security Documents to the Second Lien Agent, for the benefit of the Second Lien Lender Parties, shall be in all respects and for all purposes subject to, junior to and subordinate to all Liens on all or any part of the Collateral in favor of the First Lien Agent to the extent of the First Lien Debt, regardless (in the case of clauses (i) and (ii) of this sentence) of when or how acquired, whether by grant, statute, operation of law, subrogation or otherwise.

(b) All Liens on the Collateral securing any First Lien Debt shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Debt for all purposes, notwithstanding any failure of the First Lien Agent or the First Lien Lender Parties to adequately perfect its security interests in the Collateral, the subordination of any Lien on the Collateral securing any First Lien Debt to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Debt.

2.2. Liquidation, Dissolution, Bankruptcy. The provisions of this Agreement will be applicable both before and after any Proceeding involving any Credit Party and all references herein to any Credit Party shall be deemed to apply to the trustee for such Credit Party and such Credit Party as a debtor-in-possession. The relative rights of the First Lien Agent and the Second Lien Agent (and the First Lien Lender Parties and Second Lien Lender Parties) as set forth in this Agreement in or to any distributions in respect of the Collateral shall continue after the filing of any Proceeding on the same basis as prior to the date of such filing. In the event of any Proceeding involving any Credit Party:

Exhibit O-7

(a) Except as otherwise specifically permitted in this Agreement, until there has been a Discharge of all First Lien Debt, the Second Lien Agent and each Second Lien Lender Party shall not assert, without the prior written consent of the First Lien Agent, any claim, motion, objection or argument in respect of all or any part of the Collateral in connection with such Proceeding which could otherwise be asserted or raised in connection with such Proceeding by such Second Lien Lender Party as a secured creditor of any Credit Party. Without limiting the generality of the foregoing, the Second Lien Agent, for itself and each Second Lien Lender Party, agrees that it and each Second Lien Lender Party will:

(i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and clear of Liens or other claims of the Second Lien Agent and each Second Lien Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such Proceeding if the relevant First Lien Lender Parties have consented to such sale or disposition so long as the interests of the Second Lien Agent and the Second Lien Lenders in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Agent) attach to the proceeds thereof, subject to the terms of this Agreement and, if requested by the First Lien Agent in connection therewith, affirmatively consent to such sale or disposition,

(ii) not challenge (or support any other Person in challenging) any use of cash collateral or debtor-in-possession financing consented to by the First Lien Agent or provided by any First Lien Lender Parties (whether consented to by the First Lien Agent or provided by any First Lien Lender Parties, a “DIP Financing”) it being agreed by each Second Lien Lender Party that such DIP Financing shall be on such terms and conditions and in such amounts (not to exceed $25,000,000 of additional principal) as such First Lien Lender Parties, in their sole discretion, may determine, and, in connection therewith, any Credit Party may grant to the lenders participating in such DIP Financing and to the First Lien Lender Parties (or any agent or representative thereof) Liens upon all of the Property of such Credit Party, which Liens (A) may secure payment of the DIP Financing and the First Lien Debt and (B) shall be superior in priority to the liens and security interests in favor of Second Lien Agent for the benefit of the Second Lien Lender Parties on the Property of such Credit Party on the same terms and conditions as provided herein; provided, however, to the extent the Liens securing the First Lien Debt are subordinated to or pari passu with such DIP Financing, the Second Lien Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protections Liens provided to First Lien Lender Parties and (z) any “carve-out” for professional or United States Trustee fees agreed to by the First Lien Agent; provided, further, however that in connection with any such use of cash collateral or DIP Financing, (1) the Second Lien Lender Parties

Exhibit O-8

shall retain the right to object to any provision in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash and (2) the Second Lien Lender Parties shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the Credit Parties which shall be junior and subordinate to all Liens granted pursuant to such use of cash collateral or DIP Financing, with the same priorities afforded the Liens granted to the Second Lien Agent pursuant to this Agreement,

(iii) subject to clause (ii) above, not contest (or support any other Person in contesting) (A) any request by the First Lien Agent or any First Lien Lender Party for adequate protection or (B) any objection by the First Lien Agent or any First Lien Lender Party to any motion, relief, action or proceeding based on the First Lien Agent or the First Lien Lender Party claiming a lack of adequate protection,

(iv) except to the extent expressly permitted by clause (ii) above, not assert (or support any other Person in asserting) any right it may have to “adequate protection” of its interests in any Collateral in any Proceeding,

(v) until the Discharge of all First Lien Debt, turn over to the First Lien Agent for the pro rata benefit of the First Lien Lender Parties any payments derived from such “adequate protection” of their interest in any Collateral that they receive in any Proceeding for application to the First Lien Debt owed to the First Lien Lender Parties,

(vi) until the Discharge of all First Lien Debt, subject to Section 2.3 hereof, not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the First Lien Agent; provided, that, in the case of this clause (vi), if the First Lien Lender Parties seek such aforementioned relief, the Second Lien Lender Parties hereby irrevocably consent thereto and shall join in any such motion or application seeking such relief if requested by the First Lien Agent, and

(vii) not vote in favor of any plan of reorganization proposed in a Proceeding unless such plan of reorganization is consistent with the terms of this Intercreditor Agreement with regard to the Collateral and the obligations of the Second Lien Lender Parties. The Second Lien Agent, on behalf of each Second Lien Lender Party, waives any claim any of them may now or hereafter have arising out of the election of the First Lien Lender Parties, in any Proceeding instituted under the Bankruptcy Code, of

Exhibit O-9

the application of Section 111 1(b) of the Bankruptcy Code. The Second Lien Agent shall be permitted to participate on any creditor’s committee; provided, that the Second Lien Agent or any other Person participating on such creditor’s committee shall not directly or indirectly take any action or vote in any manner that would be in violation of this Agreement or inconsistent with or result in a breach of this Agreement.

(b) Except as otherwise expressly set forth herein, the First Lien Agent shall have the exclusive right to file proofs of claim and other pleadings and motions with respect to any Collateral in any Proceeding. Subject to the limitations set forth in this Agreement, the First Lien Agent may (but shall have no obligation or duty to) file appropriate proofs of claim and other pleadings and motions with respect to any Second Lien Debt in any Proceeding if and to the extent a proper proof of claim with respect to such Second Lien Debt has not been filed by the Second Lien Agent for and on behalf of the Second Lien Lender Parties in the form required in such Proceeding at least ten (10) days prior to the expiration of the time for filing thereof. In furtherance of the foregoing, the Second Lien Agent, for each Second Lien Lender Party, hereby appoints the First Lien Agent as its attorney-in-fact, with full authority in the place and stead of such Second Lien Lender Party and full power of substitution and in the name of such Second Lien Lender Party or otherwise, to execute, file and deliver any document or instrument that the First Lien Agent is required or permitted to file or deliver pursuant to this Section 2.2(b), such appointment being coupled with an interest and irrevocable.

(c) The Second Lien Agent shall execute and deliver to the First Lien Agent all such agreements, instruments and other documents confirming the above authorizations and all such proofs of claim, assignments of claim and other instruments and documentation, and shall take all such other action as may be reasonably requested by the First Lien Agent to enforce such claims and carry out the intent of this Section 2.2.

(d) The First Lien Debt shall continue to be treated as First Lien Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the First Lien Lender Parties and the Second Lien Lender Parties even if all or part of the First Lien Debt or the Liens securing same are subordinated, set aside, avoided, invalidated or disallowed in connection with any Proceeding.

(e) To the extent that any First Lien Lender Party receives payments (whether in cash, Property or securities) on the First Lien Debt or proceeds of Collateral which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the First Lien Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by such First Lien Lender Party.

(f) Notwithstanding any other provision of this Agreement, but subject to Section 2.2(a), (i) the Second Lien Agent shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the

Exhibit O-10

claims of the Second Lien Agent, including without limitation, any claims secured by the Collateral, in each case in accordance with this Agreement, (ii) the Second Lien Agent shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either the Bankruptcy Code or applicable non-bankruptcy law, (iii) the Second Lien Agent shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement and necessary to preserve their rights, in accordance with the terms of this Agreement, with respect to the Second Lien Debt and the Collateral; provided, that notice of intent to take any such action shall be given by the Second Lien Agent to the First Lien Agent not less than the earlier of (x) five (5) Business Days prior to the taking of such action and (y) five (5) Business Days less than the number of days available by order of any applicable bankruptcy court in which to file any such claim, filing, pleading, objection, motion or agreement, as the case may be, and (iv) the Second Lien Lender Parties shall be entitled to take any action (not adverse to the Liens on the Collateral securing the First Lien Debt, or the rights of the First Lien Agent and First Lien Lender Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral subject to the priorities of such Liens under this Agreement.

(g) Notwithstanding any other provision of this Agreement, the First Lien Lender Parties will not object to the right of Second Lien Lender Parties to cash bid in connection with a sale under Section 363 of the Bankruptcy Code or with respect to any other Collateral disposition under the Bankruptcy Code.

2.3. Lien Enforcement Provisions.

Subject to this Section 2.3, the First Lien Lender Parties shall have the exclusive right, prior to the Discharge of all First Lien Debt, to direct the enforcement of all rights and remedies with respect to all or any part of the Collateral, (i) by judicial proceedings for the enforcement of the Liens created under the Second Lien Security Documents, (ii) by the sale of the Collateral or any part thereof, (iii) otherwise by the exercise of the power of entry or sale conferred by the Second Lien Debt Documents, or (iv) by taking any other Enforcement Action against, or exercising any other rights or remedies with respect to, all or any part of the Collateral; provided, that upon the Discharge of all First Lien Debt, the Second Lien Agent may exercise the rights or remedies specified in this Section 2.3 and in the Second Lien Security Documents. Except as the same pertains to the Collateral (but subject to this Agreement) or as otherwise expressly prohibited by this Agreement, the Second Lien Agent may exercise any right or power, enforce any remedy, give any direction, consent or waiver or make any determination, under or in respect of any provision of any Second Lien Debt Document. Subject at all times to the provisions of Section 2.1 and Section 2.11 of this Agreement, on and after the Second Lien Enforcement Date, the Second Lien Lender Parties may take any Enforcement Action under the Second Lien Debt Documents, including, without limitation, any Enforcement Action with respect to all or any part of the Collateral.

2.4. Release of Liens. If,

(a) prior to the commencement of a Proceeding, in connection with:

(i) any Enforcement Action; or

Exhibit O-11

(ii) any sale, lease, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Debt Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Disposition”); or

(iii) any release of Liens on the assets of any Credit Party, all of the Capital Stock of which is being released pursuant to any other provision of this Section 2.4; or

(b) following the commencement of a Proceeding, in connection with:

(i) the entry of an order by a bankruptcy court authorizing the sale, transfer or other disposition of all or substantially all of the Collateral of any Credit Party; or

(ii) the taking of any Enforcement Action by the First Lien Lender Parties;

the First Lien Agent, for itself or on behalf of any of the First Lien Lenders, releases any of its Liens on any part of the Collateral, or releases any Credit Party from its obligations under its guaranty of the First Lien Debt, in each case other than in connection with the Discharge of the First Lien Debt, then the Liens, if any, of the Second Lien Agent, for itself or for the benefit of the Second Lien Lenders, on such Collateral, and the obligations of such Credit Party under its guaranty of the Second Lien Debt, shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Lien Agent, for itself or on behalf of any such Second Lien Lenders, promptly shall execute and deliver to the First Lien Agent or such Credit Party such termination statements, releases and other documents as the First Lien Agent or such Credit Party may request to effectively confirm such release; provided, however, that the Second Lien Release shall not occur (x) in the case of an Enforcement Action contemplated by Section 2.4(a)(i) above, if the First Lien Agent accepts all or a portion of the Collateral in full or partial satisfaction of the First Lien Debt, unless the First Lien Agent or a Credit Party obtains a Qualified Appraisal stating that the fair market value of the Collateral so accepted is not greater than the amount of First Lien Debt so satisfied, (y) in the case of any other disposition of Collateral in an Enforcement Action contemplated by Section 2.4(a)(i) above, unless at least 90% of the net cash proceeds received as a result of such disposition are applied to reduce the First Lien Debt, and (z) in the case of a Disposition described in Section 2.4(a)(ii) above, if such Disposition is prohibited by any provision of the Second Lien Credit Agreement, without the consent of the Second Lien Agent. In furtherance of the foregoing, the Second Lien Agent, for each Second Lien Lender Party, hereby appoints the First Lien Agent as its attorney-in-fact, with full authority in the place and stead of such Second Lien Lender Party and full power of substitution and in the name of such Second Lien Lender Party or otherwise, to execute, file and deliver any document or instrument that the First Lien Agent is required or permitted to file or deliver pursuant to this Section 2.4, such appointment being coupled with an interest and irrevocable.

Exhibit O-12

2.5. First Lien Agent’s Actions with respect to the Collateral. Subject to Section 2.2(f) as the following may relate to a Proceeding, in furtherance and not in limitation of the other terms and provisions of this Agreement, each of the Second Lien Lender Parties agrees that (i) it will not take any action (or support any other Person in taking any action) that would hinder, delay, limit or prohibit any exercise of rights and remedies by any of the First Lien Lender Parties under or pursuant to the First Lien Debt Documents to the extent permitted thereunder and hereunder, including, without limitation, any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or First Lien Security Document or subordinate the priority of the First Lien Debt to the Second Lien Debt or any other indebtedness or grant the Liens securing the Second Lien Debt or any other indebtedness equal ranking to the Liens securing the First Lien Debt and (ii) it hereby waives any and all rights it or the other Second Lien Lender Parties may have as a junior lien creditor or otherwise (whether arising under the Uniform Commercial Code or under any other law) to object to the manner in which the First Lien Lender Parties seek to enforce or collect the First Lien Debt or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Lender Parties is adverse to the interests of any Second Lien Lender Party. Furthermore, and without limiting any other provision of any First Lien Debt Document, so long as the Discharge of all First Lien Debt has not occurred, in no event shall any Second Lien Lender Party (i) contest, protest or object to any Enforcement Action or other action brought by any First Lien Lender Party or any other exercise by a First Lien Lender Party of any rights and remedies relating to the Collateral under the First Lien Security Documents or otherwise or (ii) object to the forbearance by the First Lien Lender Parties from bringing or pursuing any Enforcement Action or other action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as such action or inaction does not constitute a breach of the obligations of the First Lien Lender Parties under this Agreement and the respective interests of such Second Lien Lender Party attach to the proceeds thereof subject to the relative priorities set forth in this Agreement. In exercising rights and remedies with respect to the Collateral, the First Lien Lender Parties may enforce the provisions of the First Lien Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or any other applicable law and of a secured creditor under the Bankruptcy Code or any jurisdiction pursuant to which a Proceeding is then being conducted.

2.6. Turnover Provisions. Until the Discharge of all First Lien Debt (except as specifically permitted by Section 2.7 hereof) in the event that any Collateral or proceeds thereof are received by any Second Lien Lender Party in contravention of this Agreement, any such property shall not be commingled with any of the assets of any Second Lien Lender Party, shall be received and held in trust for the benefit of the First Lien Lender Parties and shall be promptly turned over to the First Lien Agent, for the benefit of the First Lien Lender Parties, or delivered

Exhibit O-13

in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to the extent necessary for there to be a Discharge of all First Lien Debt. In the event that any Second Lien Lender Party fails to provide any endorsement, as contemplated by the immediately preceding sentence, the First Lien Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). After the Discharge of all First Lien Debt, any remaining proceeds of Collateral shall be delivered to the Second Lien Agent for application to the Second Lien Debt in accordance with the Second Lien Debt Documents, except as otherwise required pursuant to applicable law.

2.7. Permitted Mandatory Prepayments of Second Lien Debt. Notwithstanding Section 2.6 and Section 2.11 hereof, prepayments of the type contemplated by Section 2.4 of the Second Lien Credit Agreement may be made and applied to the Second Lien Debt (A) if the corresponding mandatory prepayment of the First Lien Credit Documents is waived by the Required Lenders under the First Lien Credit Agreement or (B) at all times following the Discharge of the First Lien Debt.

2.8. Agreement Not to Contest. Each of the First Lien Lender Parties and each of the Second Lien Lender Parties hereby agrees not to, directly or indirectly, whether in connection with a Proceeding or otherwise, take any action or vote in any way that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of any First Lien Debt or Second Lien Debt or the Lien held by the First Lien Agent, for the benefit of the First Lien Lender Parties, or the Lien held by the Second Lien Agent, for the benefit of the Second Lien Lender Parties, to secure the payment, performance or observance of all or any part of the First Lien Debt or the Second Lien Debt, (ii) the rights of the First Lien Lender Parties or the Second Lien Lender Parties set forth in any of the First Lien Debt Documents or Second Lien Debt Documents, respectively, with respect to any such Lien, or (iii) the validity or enforceability of any of the First Lien Debt Documents or any of the Second Lien Debt Documents; provided that nothing in this Section 2.8 is intended or shall be deemed or construed to limit in any way the ability of the parties hereto to enforce all of the terms and provisions of this Agreement.

2.9. Rights As Unsecured Creditors. Except as otherwise set forth in Section 2.1, Section 2.2, Section 2.3, Section 2.5 or Section 2.8, the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against any Credit Party in accordance with the terms of the Second Lien Debt Documents and applicable law. Except as otherwise set forth in Section 2.1, Section 2.6, Section 2.7 and Section 2.11, nothing in this Agreement shall prohibit the receipt by the Second Lien Agent or any Second Lien Lenders of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Agent or any Second Lien Lender of rights or remedies as a secured creditor (including set-off or recoupment) or enforcement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Agent or the First Lien Lenders may have with respect to the Collateral. In the event that any Second Lien Lender becomes a judgment Lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subject to the terms of this Agreement for all purposes to the same extent as all other Liens securing the Second Lien Debt subject to this Agreement.

Exhibit O-14

2.10. Sale, Transfer or other Disposition of Second Lien Debt..

(a) The subordination of the Liens on the Collateral effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Second Lien Debt, and the terms of this Agreement shall be binding upon the successors and assigns of any Second Lien Lender Party, as provided in Section 13 hereof.

(b) The Credit Parties shall not (i) refinance the Second Lien Debt unless (x) the terms and conditions of such refinancing documentation are reasonably acceptable to First Lien Agent and would be permitted as amendments to the Second Lien Debt Documents by this Agreement and (y) the lenders thereunder and the Credit Parties have executed and delivered to the First Lien Agent an agreement substantially similar to this Agreement and which, if not substantively the same as this Agreement, is in form and substance acceptable to the First Lien Lender Parties holding a majority of the First Lien Debt, (ii) notwithstanding any provision of the Second Lien Debt Documents, make any mandatory or optional prepayment of the Second Lien Debt, (iii) make any other payment or prepayment of the Second Lien Debt in violation of the terms of the First Lien Credit Agreement, or (iv) make any other payment that is not required by the Second Lien Credit Agreement as in effect on the date hereof (i.e. without giving effect to any amendment thereof), and the Second Lien Lender Parties shall not accept any such payment or prepayment.

2.11. Application of Proceeds from Sale or other Disposition of the Collateral. Subject to Section 2.7 hereof,

(a) prior to a Discharge of all First Lien Debt, all proceeds of Collateral, insurance proceeds in connection with a casualty event and condemnation awards with respect to any Collateral shall, to the extent any such proceeds are to be applied to the First Lien Debt or Second Lien Debt (regardless of whether such proceeds are generated by actions by a Credit Party, the First Lien Agent, the Second Lien Agent, or any other Person) be applied by the First Lien Agent in the order specified in the First Lien Credit Agreement, subject to subsection 2.1 l(b) below; and

(b) notwithstanding subsection (a) of this Section 2.11, all proceeds of Collateral collected by any First Lien Lender Party or any Second Lien Lender Party shall, in each case, be applied to payment in full in cash of the Second Lien Debt before any application is made to any Excluded First Lien Debt.

2.12. Legends. Until the termination of this Agreement in accordance with Section 20 hereof, each Second Lien Lender Party will cause to be clearly, conspicuously and prominently inserted in the Second Lien Credit Agreement and any other Second Lien Debt Document that grants a Lien or evidences the Second Lien Debt, as well as any renewals or replacements thereof, the following legend in substantially the form hereof:

Exhibit O-15

“The liens and security interests securing the indebtedness and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby and by any guaranties thereof, are subordinate with respect to such liens in the manner and to the extent set forth in that certain Intercreditor and Lien Subordination Agreement (as the same may be amended or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of October 13, 2005 among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), Deutsche Bank AG New York Branch, as “Administrative Agent” under the First Lien Credit Agreement (as defined in the Subordination Agreement) and as collateral agent for the First Lien Lenders with respect to the liens securing the First Lien Obligations (each of such terms as defined in the Subordination Agreement), and Deutsche Bank AG New York Branch, as “Administrative Agent” under the Second Lien Credit Agreement (as defined below) and as collateral agent for the Second Lien Lenders with respect to the liens securing the Second Lien Obligations (each of such terms as defined in the Subordination Agreement) to the liens and security interests securing indebtedness (including interest) owed by the Borrower and Guarantors pursuant to such First Lien Credit Agreement, as amended or refinanced from time to time.

3. Modifications.

3.1. Modifications to First Lien Debt Documents. The First Lien Lender Parties may at any time and from time to time without the consent of or notice to any Second Lien Lender Party, without incurring liability to any Second Lien Lender Party and without impairing or releasing the obligations of any Second Lien Lender Party under this Agreement or affecting in any way any of the subordination or priority provisions herein, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the First Lien Debt, or amend or otherwise modify in any manner any of the First Lien Debt Documents, subject to the fact that any Excluded First Lien Debt or Additional Interest shall have different priorities under this Agreement; provided, however, that any amendment, modification or supplement to the First Lien Debt Documents the effect of which is to extend the “Maturity Date” set forth in the First Lien Credit Agreement beyond the “Maturity Date” set forth in the Second Lien Credit Agreement as in effect on the date hereof shall require the prior written consent of the Second Lien Agent. The First Lien Lenders shall not permit any Excluded First Lien Debt to exist or be outstanding without the prior written consent of the Second Lien Agent.

3.2. Modifications to Second Lien Debt Documents. Until a Discharge of all First Lien Debt, and notwithstanding anything to the contrary contained in the Second Lien Debt Documents, the Second Lien Lender Parties shall not, without the prior written consent of First Lien Agent, agree to any amendment, modification or supplement to the Second Lien Debt Documents the effect of which is to (i) increase the outstanding principal amount of the Second Lien Debt, or increase the rate of interest or Applicable Margin on any of the Second Lien Debt by more than 2% per annum, (ii) change the dates upon which payments of principal or interest on the Second Lien Debt are due, except in connection with the imposition of the default rate of interest in accordance with the Second Lien Debt Documents as in effect on the date hereof,

Exhibit O-16

(iii) change (other than waive) or add any event of default or any covenant with respect to the Second Lien Debt except such changes as make the Second Lien Debt Documents less restrictive of the Credit Parties, (iv) change any redemption or prepayment provisions of the Second Lien Debt, (v) subordinate the Second Lien Debt to any indebtedness or obligations other than the First Lien Debt, (vi) take any Liens on any Property of any Credit Party unless the same has been granted to the First Lien Agent for the benefit of the First Lien Lender Parties, or (vii) change or amend any other term of the Second Lien Debt Documents if such change or amendment would result in a First Lien Default, increase the obligations of any Credit Party or confer additional rights on any Second Lien Lender Party or any other holder of the Second Lien Debt in a manner adverse in any respect to any Credit Party or any of the First Lien Lender Parties.

4. Waiver of Certain Rights by the Second Lien Lender Parties

4.1. Acceptance. The Second Lien Agent, on behalf of the Second Lien Lender Parties, hereby waives all notice of the acceptance by First Lien Lender Parties of the lien subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement or under the Uniform Commercial Code or other applicable law in connection with foreclosure on or sale of all or any portion of the Collateral, and the Second Lien Agent expressly consents to the reliance by the First Lien Lender Parties upon the subordination and other agreements as herein provided.

4.2. Marshaling.

(a) The Second Lien Agent, on behalf of the Second Lien Lender Parties, hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require the First Lien Agent or any other First Lien Lender Party to marshal any Property of any Credit Party for the benefit of any Second Lien Lender Party. The Second Lien Agent, on behalf of the Second Lien Lender Parties, further waives any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior creditor may have under applicable law.

(b) The Second Lien Agent, on behalf of the Second Lien Lender Parties, agrees that no First Lien Lender Party shall have any liability to any Second Lien Lender Party, and such Second Lien Lender Party hereby waives any claims against any First Lien Lender Party, arising out of any and all actions which any First Lien Lender Party may take or permit or omit to take with respect to (i) the First Lien Debt Documents, (ii) the collection of the First Lien Debt or (iii) the foreclosure upon, or sale, liquidation or other disposition or realization of, any Collateral, in each case, except for claims arising solely from the gross negligence or willful misconduct of a First Lien Lender Party in its capacity as such, as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Second Lien Agent, on behalf of the Second Lien Lender Parties, agrees that no First Lien Lender Party shall have any duty, express or implied, fiduciary or otherwise, to it in respect of the maintenance or preservation of any Collateral, any Second Lien Debt or otherwise. The First Lien Agent, on behalf of the First Lien Lender Parties, agrees that no Second Lien Lender Party shall have any duty, express or implied, fiduciary or otherwise, to it in respect of the maintenance or preservation of any Collateral, any First Lien Debt or otherwise. No First Lien Lender Party, no

Exhibit O-17

Second Lien Lender Party nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of a Credit Party, any First Lien Lender Party, any Second Lien Lender Party or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

5. Representations and Warranties.

5.1. Representations and Warranties of Second Lien Agent. To induce First Lien Agent to execute and deliver this Agreement, the Second Lien Agent hereby represents and warrants to First Lien Agent that as of the date hereof: (a) the Second Lien Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Second Lien Agent will not violate or conflict with any agreement binding upon the Second Lien Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of the Second Lien Agent, enforceable against the Second Lien Agent, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

5.2. Representations and Warranties of First Lien Agent. To induce Second Lien Agent to execute and deliver this Agreement, the First Lien Agent hereby represents and warrants to First Lien Agent that as of the date hereof: (a) the First Lien Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the First Lien Agent will not violate or conflict with any agreement binding upon the First Lien Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of the First Lien Agent, enforceable against the Second Lien Agent, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

6. No New Lien. Each of the First Lien Lender Parties, each of the Second Lien Lender Parties and each Credit Party hereby agrees that no Credit Party shall, or shall permit its Subsidiaries to, grant or permit any Lien, or take any action to perfect a Lien, on any Property to secure any the First Lien Debt or the Second Lien Debt unless such Lien is granted to each of the First Lien Agent, for the benefit of the First Lien Lender Parties, and the Second Lien Agent, for the benefit of the Second Lien Lender Parties, respectively (each such Lien granted to the Second Lien Agent to be subordinate to the First Lien Debt and to be Second Lien Debt that is subject to the terms and conditions of this Agreement with respect to Second Lien Debt, and each such Lien granted to the First Lien Agent to be First Lien Debt that is subject to the terms and conditions of this Agreement with respect to First Lien Debt); provided that nothing in this Section 6 shall limit the rights of (i) the First Lien Lender Parties from holding cash collateral

Exhibit O-18

pursuant to the terms of the First Lien Debt Documents and exercising their rights and remedies against such cash collateral, or (ii) the First Lien Lender Parties from exercising customary rights of setoff against accounts maintained with such Person, in each case pursuant to the terms and provisions of the First Lien Debt Documents. In addition, the Second Lien Lender Parties shall not be permitted to restrict, in any manner, a Credit Party from granting a Lien on any Property for the benefit of the First Lien Lenders.

7. Insurance and Condemnation Proceeds. Until the Discharge of all First Lien Debt, the First Lien Agent shall have the sole and exclusive right, as against the Second Lien Lender Parties, to adjust settlement of insurance claims in the event of any covered loss (including, without limitation, any theft or destruction of any or any part of such Collateral) or condemnation awards and/or to permit the Credit Parties to reinvest any insurance or condemnation proceeds in replacement assets or repair of assets. Until the Discharge of all First Lien Debt, the Second Lien Lender Parties shall, at the request of the First Lien Agent, cooperate in a reasonable manner in effecting the payment of insurance proceeds and condemnation awards to the First Lien Lender Parties. At all times prior to the Discharge of all First Lien Debt, the consent of the First Lien Lender Parties, in their discretion or pursuant to any agreement with any Credit Party, to permit such Credit Party to utilize the proceeds of insurance or condemnation award to replace Collateral, shall be deemed to also constitute the consent of each Second Lien Lender Party to such use of proceeds.

8. Second Lien Lender Party Purchase Option.

(a) Notwithstanding anything herein to the contrary, following acceleration of the First Lien Debt in accordance with the terms of the First Lien Credit Agreement, commencement of an enforcement action by the First Lien Agent against all or substantially all of the Collateral or the commencement of a Proceeding, the First Lien Agent shall provide the Second Lien Agent with written notice thereof within ten days thereafter (a “Purchase Option Notice”) and afford the Second Lien Agent the opportunity to purchase pursuant to this Section 8 all, but not less than all, of the First Lien Debt. The Purchase Option Notice will indicate the aggregate amount of First Lien Debt then outstanding.

(b) The Second Lien Agent, for itself or on behalf of any Second Lien Lender Party, shall have five (5) Business Days after receipt of such Purchase Option Notice to notify the First Lien Agent of its or such Second Lien Lender Party’s intention to exercise its option to purchase the First Lien Debt pursuant to this Section 8. If no such notice is received from the Second Lien Agent within such five (5) Business Day period, the option granted pursuant to this Section 8 to the Second Lien Agent and the Second Lien Lender Parties to purchase the First Lien Debt shall irrevocably expire and such Second Lien Lender Party shall have no further rights under this Section 8 except if such Enforcement Action is not commenced or, if commenced, is permanently terminated, in which event the option contained herein will continue until a subsequent Purchase Option Notice is issued by First Lien Agent.

(c) If a Second Lien Agent delivers notice to the First Lien Agent that it or any Second Lien Lender Party is exercising its option to purchase the First Lien Debt pursuant to this Section 8, such notice delivered to the First Lien Agent shall be irrevocable and such holder shall be required to purchase the First Lien Debt within two (2) Business Days after the First Lien Agent’s receipt of such notice.

Exhibit O-19

(d) Upon the date of such purchase and sale, the purchaser or purchasers of the First Lien Debt shall,

(i) pay to the First Lien Agent, for the benefit of the First Lien Lender Parties, as the purchase price therefor the full amount of all First Lien Debt (with all debt purchased at par) outstanding as of the date of such purchase and sale and unpaid (including all documented principal, interest, fees, costs, charges and expenses, including reasonable fees and expenses of attorneys and financial and other advisors),

(ii) furnish cash collateral to the First Lien Agent in such amounts as the First Lien Agent reasonably determines is reasonably necessary to secure the First Lien Lender Parties in connection with (A) any issued and outstanding Letters of Credit issued (or deemed to have been issued) pursuant to the First Lien Credit Agreement) for the benefit of any Credit Party (provided that such amount shall not exceed 105% of the aggregate undrawn amount and), and (B) any outstanding Interest Rate Agreements (as such term is defined in the First Lien Credit Agreement) entered into by a Credit Party with a First Lien Lender Party or any affiliate thereof, and

(iii) provide cash collateral reasonably acceptable to the First Lien Lender Parties in respect of outstanding claims for indemnification; provided, however that the First Lien Agent shall release any such cash collateral upon the determination, in the First Lien Agent’s reasonable discretion, that the claim giving rise to such indemnification right shall no longer be asserted or assertable.

(e) Such purchase price and cash collateral shall be remitted, without set-off or counterclaim or otherwise, by wire transfer of immediately available federal funds to such bank account of the First Lien Agent as the First Lien Agent may designate in writing to Second Lien Agent for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and sale shall occur if the amounts so paid by the purchasers of First Lien Debt to the bank account designated by First Lien Agent are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and including such business day if the amounts so paid by such Persons to the bank account designated by First Lien Agent are received in such bank account later than 1:00 p.m., New York time.

(f) Each Second Lien Lender Party will have the right, pursuant to this Section 8, to purchase up to its pro rata share of the First Lien Debt; provided that if any Second Lien Lender Party elects not to exercise its option to purchase the First Lien Debt, that holder’s pro rata share may be allocated pro rata to the other Second Lien Lender Parties exercising their options under this Section 8. Each notice delivered by the Second Lien Agent, for itself or on behalf of a Second Lien Lender Party, to the First Lien Agent pursuant to this Section 8 shall indicate what portion of the First Lien Debt such holder elects to purchase. First Lien Debt

Exhibit O-20

purchased hereunder will be purchased pro rata from each First Lien Lender Party based on the amount of First Lien Debt held by such First Lien Lender Party. In the event that the amount of First Lien Debt that the Second Lien Lender Parties elect to purchase pursuant to this Section 8, (a) exceeds the aggregate outstanding amount of First Lien Debt, each holder of Second Lien Debt electing to purchase the First Lien Debt will be permitted to purchase its pro rata portion of such First Lien Debt based on the amount of First Lien Debt that each such holder elected to purchase, or (b) is less than all of the First Lien Debt, then the option set forth in this Section 8 (including with respect to options which have been exercised) shall irrevocably expire and this Section 8 shall be of no further force or effect.

(g) Upon notice to the Credit Parties that the purchase of First Lien Debt has been consummated by delivery of the purchase price to the First Lien Agent, each Credit Party shall treat the applicable holders of Second Lien Debt as holders of the First Lien Debt purchased pursuant to this Section 8 for all purposes hereunder and under each agreement, document and instrument relating to the First Lien Debt. Any sale will be made without recourse, representation or warranty of any kind, other than customary representations by each holder of First Lien Debt as to its authority to sell its First Lien Debt and its ownership thereof. In connection with any purchase of First Lien Debt pursuant to this Section 8, each holder of First Lien Debt agrees, at the cost of the Credit Parties, to enter into all agreement, instruments and documents necessary or desirable to evidence the transfer of such First Lien Debt hereunder (subject to the aforesaid limitation on recourse, representations and warranties).

9. Modification. Any amendment, modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by the First Lien Agent and the Second Lien Agent, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. With respect to any amendment that materially increases the obligations or decreases the rights of the Credit Parties, the Borrower’s consent shall also be required for such amendment, provided, however, than any amendment of the priorities of the Liens of the First Lien Agent and Second Lien Agent or of the rights of the First Lien Agent to take action or receive funds that would otherwise have been taken by the Second Lien Agent or of the timing or procedure pursuant to which the Second Lien Agent may take any such action shall not require the consent of the Borrower or any other Credit Party. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

10. Separate Grants of Security and Separate Classification. Each of the Credit Parties, the First Lien Lenders and the Second Lien Lenders acknowledges and agrees that (i) the grants of Liens pursuant to the First Lien Debt Documents and the Second Lien Debt Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Second Lien Debt are fundamentally different from the First Lien Debt and must be separately classified in any plan of reorganization proposed or adopted in an Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Lenders and Second Lien Lenders in respect of the Collateral constitute only one secured claim (rather than separate

Exhibit O-21

classes of senior and junior secured claims), then the First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs, premium, optional and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Lenders), with the Second Lien Lenders hereby acknowledging and agreeing to turn over to the First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Lenders.

11. Further Assurances. Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

12. Notices. Unless otherwise specifically provided herein, any notice or other communication delivered or made under this Agreement shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission or sent by overnight courier service or certified or registered United States mail and shall be deemed to have been given (a) if delivered in person, when delivered; (b) if delivered by facsimile transmission, on the date of transmission if transmitted on a Business Day before 4:00 p.m. (New York time) or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, one business day after delivery to such courier properly addressed; or (d) if by United States certified or registered mail, four business days after deposit in the United States mail, postage prepaid and properly addressed.

Notices shall be addressed as follows:

If to the Second Lien Agent:

Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Facsimile: (212) 797-5692

With a copy to:

Bingham McCutchen LLP

399 Park Avenue New York,

New York 10022

Attention: F. Mark Fucci, Esq.

Facsimile: (212) 752-5378

Exhibit O-22

If to the First Lien Agent:

Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Facsimile: (212) 797-5692

With a copy to:

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

Attention: F. Mark Fucci, Esq.

Facsimile: (212) 752-5378

If to any Credit Party:

c/o Switch & Data Holdings, Inc.

1715 N. Westshore Blvd.

Tampa, Florida 33607

Attention: Clay Mynard

Facsimile: (813) 207-7701

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section 12.

13. Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of each First Lien Lender Party, each Second Lien Lender Party and each Credit Party.

14. Relative Rights; No Third Parties Benefited.

(a) This Agreement shall define the relative rights of the First Lien Lender Parties and the Second Lien Lender Parties, respectively. Nothing in this Agreement shall (a) impair, as among the Credit Parties and the First Lien Lender Parties on the one hand, and as between the Credit Parties and the Second Lien Lender Parties, on the other hand, the obligation of the Credit Parties with respect to the payment of the First Lien Debt and the Second Lien Debt, as the case may be, in accordance with their respective terms or (b) affect the relative rights of the First Lien Lender Parties or the Second Lien Lender Parties with respect to any other creditors of the Credit Parties. The terms of this Agreement shall govern even if all or any part of the First Lien Debt or the Liens in favor of the First Lien Agent or any other First Lien Lender Party are avoided, disallowed, unperfected, set aside or otherwise invalidated in any judicial proceeding or otherwise.

(b) Except to the extent expressly set forth in Section 13 hereof, it is not the intention of the parties hereto to confer any third-party beneficiary rights, and this Agreement shall not be construed so as to confer any such rights upon any other Person or Persons not party hereto (other than the First Lien Parties and Second Lien Lender Parties).

Exhibit O-23

15. Contractual Representative for Purposes of Perfection. Each Second Lien Lender Party hereby appoints the First Lien Agent as such Person’s contractual representative solely for purposes of perfecting such Person’s Liens on any of the Collateral in the possession or under the “control” (as such term is defined in the Uniform Commercial Code) of the First Lien Agent, and the First Lien Agent hereby acknowledges that it holds possession of or otherwise controls any such Collateral as the contractual representative of the Second Lien Lender Parties for such purposes; provided, that, the First Lien Agent shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and each Second Lien Lender Party hereby waives and releases the First Lien Agent and each of the other First Lien Lender Parties from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Lender Parties against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as contractual representative agent for the Second Lien Lender Parties with respect to the Collateral. At the expense of the Credit Parties, promptly upon the Discharge of all First Lien Debt, the First Lien Agent shall deliver the remainder of the Collateral, if any, in its possession to the Second Lien Agent and, to the extent practicable, transfer control of the remainder of the Collateral, if any, under its control to the Second Lien Agent, in each case, except as may otherwise be required by applicable law or court order (it being understood that prior to the Discharge of all First Lien Debt, the provisions of this Agreement shall apply to all such documents and each other document relating to all or any part of the Collateral, including, without limitation, the provisions restricting the Second Lien Agent from taking action to enforce rights in and to the Collateral pursuant to such documents).

16. Conflict. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the First Lien Debt Documents or any of the Second Lien Debt Documents, the provisions of this Agreement shall control and govern.

17. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of photocopies of the signature pages to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart hereof.

19. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

20. Continuation of Subordination; Termination of Agreement. This Agreement shall remain in full force and effect until Discharge of all First Lien Debt, after which this Agreement shall terminate without further action on the part of the parties hereto.

Exhibit O-24

21. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED THEREIN AND IRREVOCABLY AGREES THAT, SUBJECT TO FIRST LIEN AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY, AS THE CASE MAY BE, AT SUCH PERSON’S ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

22. WAIVER OF JURY TRIAL. SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH OF SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, THE SECOND LIEN DEBT DOCUMENTS AND THE FIRST LIEN DEBT DOCUMENTS, AS THE CASE MAY BE, AND THAT SUCH PERSONS WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RESPECTIVE RELATED FUTURE DEALINGS. EACH OF SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) WARRANTS AND REPRESENTS THAT SUCH PERSON HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH PERSON KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit O-25

IN WITNESS WHEREOF, the Second Lien Agent, the Credit Parties and the First Lien Agent have caused this Agreement to be executed as of the date first above written.

FIRST LIEN AGENT:

DEUTSCHE BANK AG NEW YORK BRANCH

By:

Name:

Title:

By:

Name:

Title:

SECOND LIEN AGENT:

DEUTSCHE BANK AG NEW YORK BRANCH

By:

Name:

Title:

By:

Name:

Title:

Exhibit O-26

Agreed to:

SWITCH & DATA HOLDINGS, INC.
By:
George A. Pollock, Jr.
Treasurer
SWITCH & DATA FACILITIES COMPANY, INC.
By:
George A. Pollock, Jr. Treasurer
SWITCH AND DATA ENTERPRISES, INC. SWITCH AND DATA MANAGEMENT COMPANY LLC SWITCH AND DATA OPERATING COMPANY LLC SWITCH & DATA FACILITIES COMPANY LLC SWITCH AND DATA COMMUNICATIONS LLC SWITCH AND DATA FL SEVEN LLC SWITCH AND DATA IL FIVE LLC TELX ACQUISITION, INC.
By:
George A. Pollock, Jr. Treasurer
SWITCH AND DATA CA NINE LLC
SWITCH AND DATA GA THREE LLC
SWITCH AND DATA IL FOUR LLC
SWITCH AND DATA NY FOUR LLC
SWITCH AND DATA NY FIVE LLC
SWITCH & DATA/NY FACILITIES COMPANY LLC
SWITCH AND DATA PA THREE LLC
SWITCH AND DATA PA FOUR LLC
SWITCH AND DATA DALLAS HOLDINGS I LLC
SWITCH AND DATA DALLAS HOLDINGS II LLC
SWITCH AND DATA VA FOUR LLC
SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer

Exhibit O-27

EX-10.7

Exhibit 10.7

[EXECUTION COPY]

FIRST AMENDMENT TO THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2006 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from time to time as lenders (each individually a “Lender” and, collectively, the “Lenders”), the Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents. Terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

RECITALS

WHEREAS, pursuant to Section 5.1(iii) of the Credit Agreement, Borrower was required, but has yet, to deliver Fiscal Year end financials as provided therein, which has given rise to a Potential Event of Default (the “Specified Potential Event of Default”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement to provide, among other things, revisions to the Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio covenants set forth on Schedule 6.6 to the Credit Agreement;

WHEREAS, the Administrative Agent and the Lenders are willing to amend the Credit Agreement to reset certain of the Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio levels as provided herein.

NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Amendment to the Credit Agreement.

Schedule 6.6 of the Credit Agreement is hereby amended by deleting such Schedule 6.6 in its entirety and substituting in lieu thereof Schedule 6.6 attached hereto as Exhibit A.

§2. Conditions Precedent. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:

(a) Each of the Borrower, the Lenders and the Administrative Agent shall have duly executed and delivered a counterpart signature page to this Amendment to the Administrative Agent;

(b) Each of the Guarantors shall have duly executed and delivered a counterpart signature page to the Ratification of Guaranty attached to this Amendment to the Administrative Agent;

(c) The Borrower shall pay in cash to the Administrative Agent, for the pro rata accounts of the Lenders executing and delivering a signature page to this Amendment, an amendment fee in an amount equal to one-eighth of one percent (0.125%) of the Commitments of such Lenders; and

(d) The Borrower shall have paid all unpaid fees and expenses of the Administrative Agent’s counsel, Bingham McCutchen LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrower.

§3. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) Representations and Warranties. The representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents were true and correct in all material respects as of the date when made and continue to be true and correct in all material respects on the date hereof, except to the extent of changes resulting from transactions or events contemplated by the Credit Agreement and the other Loan Documents or to the extent that such representations and warranties relate expressly to an earlier date.

(b) Ratification, Etc. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents, and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references to the Credit Agreement in the Credit Agreement, the Loan Documents or any related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby.

(c) Authority, Etc. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby and the other Loan Documents are within the corporate authority of the Borrower and have been duly authorized by all necessary corporate action on the part of the Borrower.

(d) Enforceability of Obligations. This Amendment, the Credit Agreement as amended hereby and the other Loan Documents constitute the legal, valid and binding

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obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of, creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(e) No Default. No Potential Event of Default or Event of Default has occurred and is continuing, and no Potential Event of Default or Event of Default will exist after execution and delivery of this Amendment, other than the Specified Potential Event of Default.

§4. Ratification of Existing Agreements. The Borrower agrees that the Obligations are, except as otherwise expressly modified in this Amendment upon the terms set forth herein, ratified and confirmed in all respects. In addition, by the execution of this Amendment, the Borrower represents and warrants that no counterclaim, right of set-off or defense of any kind exists or is outstanding with respect to such Obligations.

§5. No Other Amendments. Except as expressly provided in this Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. Nothing contained in this Amendment shall (a) be construed to imply a willingness on the part of the Administrative Agent or the Lenders to grant any similar or other future amendment of any of the terms and conditions of the Credit Agreement or the other Loan Documents or (b) in any way prejudice, impair or effect any rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents.

§6. Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

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§7. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one instrument. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

§8. Expenses. Pursuant to §9.2 of the Credit Agreement, all costs and expenses incurred or sustained by the Administrative Agent in connection with this Amendment, including the fees and disbursements of legal counsel for the Administrative Agent in producing, reproducing and negotiating the Amendment, will be for the account of the Borrower whether or not the transactions contemplated by this Amendment are consummated.

§9. Governing Law; Entire Agreement. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAWS AND CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. This Amendment shall be a “Loan Document” under and as defined in the Credit Agreement.

§10. Consent to Jurisdiction and Service of Process. All judicial proceedings brought against any party hereto arising out of or relating to this Amendment or any other Loan Document, or any obligations thereunder, may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By executing and delivering this Amendment, each party irrevocably:

(i) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts;

(ii) waives any defense of forum non conveniens;

(iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to its address provided in accordance with Section 9.8 of the Credit Agreement or an Assignment Agreement;

(iv) with respect to the Borrower, agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over the Borrower in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect;

(v) with respect to the Borrower, agrees that Lenders retain the right to serve process in any other manner permitted by law or to bring proceedings against the Borrower in the courts of any other jurisdiction; and

(vi) agrees that the provisions of this Section 10 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law Section 5-1402 or otherwise.

§11. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

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AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Amendment, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE UNDER THE CREDIT AGREEMENT. In the event of litigation, this Amendment may be filed as a written consent to a trial by the court.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal as of the date first above written.

Borrower:
SWITCH & DATA HOLDINGS, INC.
By:	/s/ George Pollock, Jr.
	Name: George Pollock, Jr.
	Title: Senior Vice President and Treasurer

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Administrative Agent and Lender:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Anca Trifan
	Name: Anca Trifan
	Title: Director
By:	/s/ Mark B. Cohen
	Name: Mark B. Cohen
	Title: Managing Director

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Co-Syndication Agent and Lender:
CIT LENDING SERVICES CORPORATION
By:	/s/ Joseph Junda
	Name: Joseph Junda
	Title: Vice President

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Co-Syndication Agent and Lender:
BNP PARIBAS
By:	/s/ Ola Anderssen
	Name: Ola Anderssen
	Title: Director
By:	/s/ Gregg Bonardi
	Name: Gregg Bonardi
	Title: Director Media & Telecom Finance

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Co-Documentation Agent and Lender:
CANADIAN IMPERIAL BANK OF COMMERCE
By:	/s/ E. Lindsay Gordon
Name:	E. Lindsay Gordon
Title:	Canadian Imperial Bank of Commerce Authorized Signatory

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Co-Documentation Agent and Lender
ROYAL BANK OF CANADA
By:	/s/ Dustin Craven
Name:	Dustin Craven
Title:	Attorney-In-Fact

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders:
	A3 FUNDING LP
By:	A3 Fund Management LLC, its General Partner
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President
Lenders:
	A4 FUNDING LP
By:	A4 Fund Management, Inc., its General Partner
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President
Lenders:
	ABLECO FINANCE LLC
By:	/s/ Alexander J. Ornstein
	Name: Alexander J. Ornstein
	Title:   Vice President

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders: AMEGY BANK NATIONAL ASSOCIATION
By:	/s/ David C. Moriniere
	Name:	David C. Moriniere
	Title:	Vice President

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders: BABSON CLO LTD. 2003-I BABSON CLO LTD. 2004-I BABSON CLO LTD. 2004-II BABSON CLO LTD. 2005-I BABSON CLO LTD. 2005-II BABSON CLO LTD. 2005-III BABSON CLO LTD. 2006-I By: Babson Capital Management LLC as Collaterol Manager
By:	/s/ Kent Collier
	Name:	Kent Collier
	Title:	Associate Director

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders: FriedbergMilstein Private Capital Fund I
By:	/s/ Eric A. Green
	Name:	Eric A. Green
	Title:	Senior Partner

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders:
GSC PARTNERS CDO FUND II, LIMITED By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
	Name:	Seth Katzenstein
	Title:	Authorized Signatory GSC Partners
GSC PARTNERS CDO FUND III, LIMITED By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
	Name:	Seth Katzenstein
	Title:	Authorized Signatory GSC Partners
GSC PARTNERS CDO FUND IV, LIMITED By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
	Name:	Seth Katzenstein
	Title:	Authorized Signatory GSC Partners
GSC PARTNERS CDO FUND VII, LIMITED By: GSCP (NJ), L.P., as Collateral Manager
By:	/s/ Seth Katzenstein
	Name:	Seth Katzenstein
	Title:	Authorized Signatory GSC Partners

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders: TRS THEBE LLC
By:	/s/ Alice L. Wagner
	Name:	Alice L. Wagner
	Title:	Vice President

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Lenders: WB Loan Funding 3, LLC
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

RATIFICATION OF GUARANTY

Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrower’s execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrower under the Credit Agreement; (c) acknowledge and confirm that the liens and security interests granted pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees or agents); and (e) acknowledges, affirms and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender.

Guarantors:
SWITCH & DATA FACILITIES COMPANY, INC.
By:	/s/ George A. Pollock, Jr.
George A. Pollock, Jr.
Treasurer
SWITCH AND DATA ENTERPRISES, INC. SWITCH AND DATA MANAGEMENT COMPANY LLC SWITCH AND DATA OPERATING COMPANY LLC SWITCH & DATA FACILITIES COMPANY LLC SWITCH AND DATA COMMUNICATIONS LLC SWITCH AND DATA FL SEVEN LLC SWITCH AND DATA IL FIVE LLC SDOC ACQUISITION, INC. (formerly known as Telx Acquisition, Inc.)
By:	/s/ George A. Pollock, Jr.
George A. Pollock, Jr.
Treasurer

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Guarantors:
SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By: Switch and Data Operating Company LLC, as Manager
By:	/s/ George A. Pollock, Jr.
George A. Pollock, Jr.
Treasurer

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

Guarantors:
SWITCH & DATA AZ ONE LLC SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA FL FOUR LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA LA ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TN TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC SWITCH & DATA WA ONE LLC
By: Switch & Data Facilities Company LLC, as Manager
By:	/s/ George A. Pollock, Jr.
George A. Pollock, Jr.
Treasurer
SWITCH AND DATA TX FIVE LP
By: Switch and Data Dallas Holdings I LLC, as General Partner
By: Switch and Data Operating Company LLC, as Manager
By:	/s/ George A. Pollock, Jr.
George A. Pollock, Jr.
Treasurer

***Signature Page to First Amendment to Third Amended and Restated Credit Agreement***

EXHIBIT A

SCHEDULE 6.6

FINANCIAL COVENANTS

A. Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Leverage Ratio shall not exceed the ratios set forth below:

Fiscal Quarter Ending	Ratio
December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	4.50 to 1.00
June 30, 2007	4.25 to 1.00
September 30, 2007	4.00 to 1.00
December 31, 2007	3.75 to 1.00
March 31, 2008	3.50 to 1.00
June 30, 2008	3.25 to 1.00
September 30, 2008, and December 31, 2008	3.00 to 1.00
March 31, 2009	2.75 to 1.00
June 30, 2009 and thereafter	2.50 to 1.00

B. First Lien Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the First Lien Consolidated Leverage Ratio shall not exceed the ratios set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	3.25 to 1.00
June 30, 2007	3.00 to 1.00
September 30, 2007	2.75 to 1.00
December 31, 2007 and March 31, 2008	2.50 to 1.00
June 30, 2008 and September 30, 2008	2.25 to 1.00
December 31, 2008 and thereafter	2.00 to 1.00

C. Consolidated Interest Coverage Ratio. As of the last day of each Fiscal Quarter, Consolidated Interest Coverage Ratio shall not be less than the ratios set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005 and March 31, 2006	2.50 to 1.00
June 30, 2006, and September 30, 2006	2.40 to 1.00
December 31, 2006	2.30 to 1.00
March 31, 2007 and June 30, 2007	2.40 to 1.00
September 30, 2007	2.50 to 1.00
December 31, 2007 and March 31, 2008	2.75 to 1.00
June 30, 2008 and thereafter	3.00 to 1.00

D. Consolidated Fixed Charge Coverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Fixed Charge Coverage Ratio shall not be less than the ratio set forth below for such Fiscal Quarter:

Fiscal Quarter Ending	Ratio
December 31, 2005	1.00 to 1.00
March 31, 2006, June 30, 2006, and September 30, 2006	0.90 to 1.00
December 31, 2006, March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008 June 30, 2008 and September 30, 2008	1.00 to 1.00
December 31, 2008 and March 31, 2009	1.25 to 1.00
June 30, 2009 and thereafter	1.50 to 1.00

EX-10.8

Exhibit 10.8

EXECUTION COPY

CREDIT AGREEMENT

among

SWITCH & DATA HOLDINGS, INC. ,

as the Borrower

THE INSTITUTIONS PARTY HERETO

FROM TIME TO TIME AS LENDERS,

as the Term Loan Lenders,

DEUTSCHE BANK AG NEW YORK BRANCH,

as the Administrative Agent,

CANADIAN IMPERIAL BANK OF COMMERCE

and ROYAL BANK OF CANADA

as the Co-Documentation Agents,

CIT LENDING SERVICES CORPORATION

and BNP PARIBAS

as the Co-Syndication Agents,

and

DEUTSCHE BANK SECURITIES, INC.

and BNP PARIBAS,

as Joint Lead Arrangers

DATED AS OF

OCTOBER 13, 2005

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS	1
Section 1.1.	Defined Terms	1
Section 1.2.	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	31
Section 1.3.	Other Definitional Provisions and Rules of Construction	31
ARTICLE II.	AMOUNTS AND TERMS OF COMMITMENTS AND LOANS	33
Section 2.1.	Term Loan Commitments; Making of the Term Loan; the Register; Term Loan Notes	33
Section 2.2.	Interest on the Term Loan	36
Section 2.3.	Fees	38
Section 2.4.	Repayments and Prepayments; General Provisions Regarding Payments	39
Section 2.5.	Special Provisions Governing Eurodollar Rate Loans	42
Section 2.6.	Increased Costs; Taxes; Capital Adequacy	44
Section 2.7.	Obligation of the Term Loan Lenders to Mitigate	49
ARTICLE III.	CONDITIONS PRECEDENT TO THE CLOSING DATE AND TO THE TERM LOAN ON THE CLOSING DATE	49
Section 3.1.	Conditions Precedent to the Closing Date and the Term Loan	49
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES	54
Section 4.1.	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries	54
Section 4.2.	Authorization of Borrowing, etc.	55
Section 4.3.	Solvency	56
Section 4.4.	Financial Condition	56
Section 4.5.	No Material Adverse Effect	56
Section 4.6.	Title to Properties; Liens; Real Property; Accounts	57
Section 4.7.	Litigation; Adverse Facts	57
Section 4.8.	Payment of Taxes	57
Section 4.9.	Performance of Agreements; Material Contracts	58
Section 4.10.	Governmental Regulation	58
Section 4.11.	Securities Activities	58
Section 4.12.	Labor Matters	58
Section 4.13.	Certain Fees	59
Section 4.14.	Environmental Protection	59

i

TABLE OF CONTENTS

(continued)

		Page
Section 4.15.	Matters Relating to Collateral	60
Section 4.16.	Immunity	61
Section 4.17.	Additional Matters	61
Section 4.18.	Pro Forma Leverage Ratio on Closing Date	62
ARTICLE V.	BORROWER’S AFFIRMATIVE COVENANTS	62
Section 5.1.	Financial Statements and Other Reports	62
Section 5.2.	Performance of Obligations; Conduct of Business	67
Section 5.3.	Projections	67
Section 5.4.	Existence	67
Section 5.5.	Payment of Obligations	68
Section 5.6.	Maintenance of Properties; Insurance	68
Section 5.7.	Inspection; Lender Meeting	69
Section 5.8.	Compliance with Laws; Governmental Actions and Rights of Way	69
Section 5.9.	Environmental Matters	70
Section 5.10.	Payment of Liens	72
Section 5.11.	Additional Actions Related to Collateral	73
Section 5.12.	Further Assurances	75
Section 5.13.	Use of Proceeds.	77
Section 5.14.	Intellectual Property	77
Section 5.15.	Interest Rate Protection	77
Section 5.16.	Unrestricted Subsidiaries and Restricted Subsidiaries	78
Section 5.17.	Redemption and Series C Share Payments	79
ARTICLE VI.	BORROWER’S NEGATIVE COVENANTS	79
Section 6.1.	Indebtedness	79
Section 6.2.	Liens and Related Matters	81
Section 6.3.	Change of Filing Location	81
Section 6.4.	Change of Name	82
Section 6.5.	Investments; Joint Ventures	82
Section 6.6.	Financial Covenants	82
Section 6.7.	Restriction on Fundamental Changes; Asset Sales and Acquisitions	82
Section 6.8.	Sales and Lease-Backs	83
Section 6.9.	Sale or Discount of Receivables	84
Section 6.10.	Transactions with Shareholders and Affiliates	84
Section 6.11.	Certain Restrictions on Changes to Charter Documents	85

ii

TABLE OF CONTENTS

(continued)

		Page
Section 6.12.	Certain Restrictions in Respect of Material Contracts	85
Section 6.13.	Limitations on Restricted Actions	86
Section 6.14.	Nature of Business	86
Section 6.15.	Fiscal Year	86
Section 6.16.	Restricted Payments	86
Section 6.17.	Accounts	87
Section 6.18.	Funding of Foreign Subsidiaries	87
Section 6.19.	Termination of Real Estate Leases; Lease Litigation Cost	87
Section 6.20.	Limitations on Unrestricted Subsidiaries	87
Section 6.21.	Limitations on Uses of Proceeds of Canadian Subsidiary Contribution and Canadian Revolver Note	88
ARTICLE VII.	EVENTS OF DEFAULT	88
Section 7.1.	Failure to Make Payments When Due	88
Section 7.2.	Default Under Other Indebtedness	89
Section 7.3.	Breach of Warranty	89
Section 7.4.	Involuntary Bankruptcy Proceeding, Etc.	89
Section 7.5.	Voluntary Bankruptcy Proceeding, Etc.	89
Section 7.6.	Judgments	90
Section 7.7.	Dissolution	90
Section 7.8.	Change in Control	90
Section 7.9.	Non-Performance of Certain Covenants and Obligations	90
Section 7.10.	Impairment of Material Contract	90
Section 7.11.	Default Under or Termination of Material Contracts	91
Section 7.12.	Default Under or Termination of Governmental Actions	91
Section 7.13.	Failure of Guaranty or Other Loan Document; Repudiation of Obligations	91
Section 7.14.	Criminal Proceeding	91
Section 7.15.	ERISA	92
Section 7.16.	Initial Remedies	92
ARTICLE VIII.	AGENTS	93
Section 8.1.	Appointment	93
Section 8.2.	Powers and Duties; General Immunity	94
Section 8.3.	Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness	95
Section 8.4.	Right to Indemnity	96
Section 8.5.	Successor Agents	96

iii

TABLE OF CONTENTS

(continued)

		Page
Section 8.6.	Intercreditor Agreement, Collateral Documents and Subsidiary Guaranties	96
Section 8.7.	Application of Proceeds	97
ARTICLE IX.	MISCELLANEOUS	98
Section 9.1.	Assignments and Participations in Loans	98
Section 9.2.	Expenses	101
Section 9.3.	Indemnity	102
Section 9.4.	Set-Off; Security Interest in Deposit Accounts	103
Section 9.5.	Ratable Sharing	104
Section 9.6.	Amendments and Waivers	105
Section 9.7.	Independence of Covenants	106
Section 9.8.	Notices	106
Section 9.9.	Survival of Representations, Warranties and Agreements	107
Section 9.10.	Failure or Indulgence Not Waiver; Remedies Cumulative	107
Section 9.11.	Marshaling; Payments Set Aside	107
Section 9.12.	Severability	107
Section 9.13.	Obligations Several; Independent Nature of the Term Loan Lenders’ Rights	108
Section 9.14.	Headings	108
Section 9.15.	Governing Law; Entire Agreement	108
Section 9.16.	Successors and Assigns	108
Section 9.17.	Consent to Jurisdiction and Service of Process	108
Section 9.18.	Waiver of Jury Trial	109
Section 9.19.	Limited Recourse	109
Section 9.20.	Limitation of Liability	110
Section 9.21.	Satisfaction	110
Section 9.22.	Counterparts; Effectiveness	110
Section 9.23.	Confidentiality	110
Section 9.24.	Amounts in Canadian Dollars; Judgment Currency	111
Section 9.25.	Intercreditor Arrangements	112
Section 9.26.	USA Patriot Act Notice	112

iv

Schedules

Schedule 1.1.A	Colocation Facilities
Schedule 1.1.B	Colocation Leases
Schedule 1.1.D	Permitted Investments
Schedule 1.1.E	Permitted Liens
Schedule 2.1	Term Loan Lenders’ Term Loan Commitments
Schedule 3.1.A	Pledged Accounts
Schedule 3.1.B	Blocked Accounts
Schedule 4.1.C	Capital Structure
Schedule 4.1.D	Options; Warrants; Special Junior Stock
Schedule 4.2	Governmental Actions
Schedule 4.4	Contingent Obligations, Liabilities and Taxes
Schedule 4.6	Title to Properties; Liens; Real Property; Accounts
Schedule 4.7	Litigation; Adverse Facts
Schedule 4.9	Material Contracts
Schedule 4.9.B	Specified Material Contracts
Schedule 4.12	Labor Matters
Schedule 4.13	Broker’s Fees
Schedule 4.14	Environmental Matters
Schedule 4.15.A	Filings and Other Actions
Schedule 4.15.D	Chief Executive Offices
Schedule 4.17	Intellectual Property
Schedule 5.6	Insurance
Schedule 6.1	Indebtedness
Schedule 6.6	Financial Covenants
Schedule 6.12	Termination of Material Contracts

Exhibits

Exhibit A	Form of Assignment Agreement
Exhibit B	Form of Certificate Regarding Non–Bank Status
Exhibit C	Form of Closing Date Certificate
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Securities Accounts and Control Agreement
Exhibit F	Form of Loan Certificate
Exhibit G	Form of Loan Request
Exhibit H	Form of Notice of Continuation/Conversion
Exhibit I	Form of Solvency Certificate
Exhibit J	Form of Guaranty Agreement
Exhibit K	Form of Pledge Agreement
Exhibit L	Form of Security Agreement
Exhibit M	Form of Term Loan Note
Exhibit N	Form of Blocked Account Agreement
Exhibit O	Form of Intercreditor Agreement

This CREDIT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is entered into as of October 13, 2005, among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS (as provided more fully below, each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBAG”), as administrative agent for the Term Loan Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA as the co-documentation agents for the Term Loan Lenders (in such capacity, the “Co-Documentation Agents”), CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Term Loan Lenders (in such capacity, the “Co-Syndication Agents”) and DEUTSCHE BANK SECURITIES INC. and BNP PARIBAS as the joint lead arrangers (in such capacity, the “Lead Arrangers”).

WITNESSETH

A. On the Closing Date (as hereinafter defined) of this Agreement, the Borrower, First Lien Lenders (as hereinafter defined) and the First Lien Administrative Agent (as hereinafter defined) are entering into on the date hereof a Third Amended and Restated Credit Agreement, pursuant to which, among other things, the First Lien Lenders have agreed to extend certain credit facilities to the Borrower, the proceeds of which shall be used, among other things, to refinance the Original Credit Agreement (as hereinafter defined), to fund the Redemption and the Series C Preferred Share Payments (as each such term is hereinafter defined) and to finance general working capital needs.

B. The Borrower has requested, and the Term Loan Lenders have agreed, to make a Term Loan to the Borrower pursuant to the terms and conditions hereof for purposes, among others, of funding the proposed Redemption and the Series C Preferred Share Payments on the Closing Date (as hereinafter defined) and to amend and restate the Original Credit Agreement (as hereinafter defined).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Defined Terms. Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Accounts” means the securities accounts (as such term is defined in the UCC) of any member of the Borrower Group pledged to the Administrative Agent, for the benefit of the Secured Parties, by any member of the Borrower Group in accordance with the terms of this Agreement and the other Loan Documents.

“Adjusted Eurodollar Rate” means, with respect to any Eurodollar Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the

next 1/16 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” has the meaning assigned to that term in the introductory paragraph of this Agreement and includes each of its successors and assigns.

“Affected Lender” has the meaning assigned to that term in Section 2.5.C.

“Affected Loans” has the meaning assigned to that term in Section 2.5.C.

“Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding anything to the contrary herein, for the purposes of the Loan Documents, no Agent nor any Affiliate thereof shall be an Affiliate of any member of the Borrower Group.

“Agents” means the collective reference to the Administrative Agent, the Co-Documentation Agents, the Co-Syndication Agents, the Lead Arrangers and any Supplemental Agent.

“Agreement” has the meaning assigned to that term in the introductory paragraph of this agreement.

“Applicable Margin” means (i) for each Eurodollar Rate Loan, 7.25%, and (ii) for each Base Rate Loan, 6.25%. Nothing in this paragraph is intended to limit or affect in any way the rights and remedies of the Administrative Agent and the Term Loan Lenders (including, without limitation, the right to demand default interest) upon the occurrence of an Event of Default.

“Approved Fund” means any Fund that is administered or managed by (a) a Term Loan Lender, (b) an Affiliate of a Term Loan Lender or (c) an entity or an Affiliate of an entity that administers or manages a Term Loan Lender.

“Asset Sale” means the sale or issuance by any member of the Borrower Group to any Person of (i) any of the stock of any of such Person’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of any member of the Borrower Group, or (iii) any other assets (whether tangible or intangible) of any member of the Borrower Group (other than Excluded Asset Sales).

“Assignment Agreement” means an Assignment Agreement in substantially the form of Exhibit A hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

2

“Base Rate” means, at any time, a rate per annum equal to the greater of (i) the Prime Rate or (ii) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Base Rate Loans” means all or any portion of the Term Loan bearing interest at rates determined by reference to the Base Rate as provided in Section 2.2.

“Blocked Account Agreement” means each agreement that any member of the Borrower Group may enter into in substantially the form of Exhibit N with such modifications as the Administrative Agent may reasonably request or consent to.

“Blocked Accounts” means the accounts of any member of the Borrower Group subject to a Blocked Account Agreement in accordance with the terms of this Agreement.

“Borrower” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Borrower Group” means the Parent and each of its direct or indirect Restricted Subsidiaries, including the Canadian Subsidiaries.

“Business Day” means (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“2004 Canadian Investment Note” means that certain Canadian Investment Note, dated as of March 11, 2004, executed and delivered by Switch and Data Toronto Ltd in favor of Switch and Data Enterprises, Inc. and endorsed in favor of Deutsche Bank AG New York Branch, in its capacity as First Lien Administrative Agent, in the original principal amount of $2,250,000, as amended from time to time with the written consent of the Administrative Agent.

“2005 Canadian Investment Note” has the meaning assigned to such term in clause (viii) of the definition of Permitted Investments herein.

“Canadian Revolving Note” has the meaning assigned to such term in clause (x) of Section 6.1 herein.

“Canadian Subsidiaries” means Switch and Data Toronto, Ltd., an Ontario corporation, and such other subsidiaries organized under the laws of Canada, and organized or acquired in accordance of Section 5.11.B hereof.

3

“Canadian Subsidiary Contribution” means the contribution of up to $4,000,000 in the aggregate to one or more of the Canadian Subsidiaries, of which amount of up to $4,000,000 at least two-thirds thereof shall be advanced in the form of a loan evidenced by the 2005 Canadian Investment Note.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Lease Obligations” means, as applied to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, the amount of which obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Cash” means (i) money or (ii) currency.

“Cash Equivalents” means:

(i) readily marketable direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(ii) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P or at least P-1 from Moody’s;

(iii) bankers’ acceptances, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a Lender or a bank or trust company which is organized under the laws of the United States of America, any state thereof or any member of the EMU, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of U.S. $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated at least A-1 by S&P or at least P-1 by Moody’s;

(iv) money market mutual funds registered under the U.S. Investment Company Act of 1940, as amended, having a rating in the highest investment category by S&P and Moody’s; and

(v) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above.

“Casualty Proceeds” means all payments received by the Administrative Agent or any member of the Borrower Group from any insurer in respect of any Event of Loss, but excluding business interruption insurance or delayed opening of business insurance and payments in respect of liability policies.

4

“Certificate Regarding Non-Bank Status” means a certificate substantially in the form of Exhibit B hereto delivered by a Lender to the Administrative Agent pursuant to Section 2.6.B(iii).

“Change in Control” means and shall be deemed to have occurred if:

(i) (a) there shall have occurred the sale, lease, transfer or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the members of the Borrower Group taken as a whole to any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) or (b) an event or series of events shall have occurred as a result of which any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the controlling investors (as defined in clause (ii) of this definition), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act), directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of Parent, or (c) an event or series of events shall have occurred as a result of which any “person” or “group” other than Persons who Control the respective controlling investors on the Closing Date, shall have acquired beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of any of the controlling investors, provided that the events described in this clause (c) shall only constitute a Change of Control if, at or at any after the events described in this clause (c) occur, the controlling investor or controlling investors whose Equity Interests were acquired become the beneficial owner(s), directly or indirectly, of fifty percent (50%) or more of the combined voting power of or economic interests in the outstanding Equity Interests of Parent;

(ii) during any period of twelve consecutive months, individuals who at the beginning of such period constituted the board of directors of the Borrower or Parent (together with any new directors whose election by such board or whose nomination for election by the shareholders of the Borrower or Parent was approved by Summit/Switch & Data Partners, LP, CapStreet II, LP, CapStreet Parallel II, LP, CapStreet Group, LLC, CapStreet Co-Investment II-A, L.P., CEA Capital Partners USA, LP, CEA Capital Partners USA CI, LP, Seaport Investments, LLC or Seaport Capital Partners II, LP (collectively, the “controlling investors”) or by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the board of directors of the Borrower or Parent then in office, provided, however, that a “Change in Control” shall not be deemed to have occurred as a result of any director being appointed or terminated by the controlling investors;

(iii) the holders of Equity Interests of the Borrower shall approve any plan or proposal for the liquidation or dissolution of such entity or entities; or

(iv) the Parent shall cease to own, directly or indirectly, 100% of the voting and economic interests in Borrower or shall cease to own, directly or indirectly, 100% of

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the voting and economic interests in any of the Subsidiaries that own assets acquired in any acquisition listed on Schedule 4.9.

“Closing Date” means the date on which the conditions set forth in Section 3.1 have been satisfied or waived and the Term Loan is to be made.

“Closing Date Certificate” means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit C hereto, delivered to the Administrative Agent and the Term Loan Lenders by such Responsible Officer on the Closing Date.

“Co-Documentation Agents” has the meaning assigned to that term in the introductory paragraph to this Agreement.

“Co-Syndication Agents” has the meaning assigned to that term in the introductory paragraph to this Agreement.

“Code” means the Internal Revenue Code of 1986, amendments thereto, and successor statutes, and regulations, rulings and guidance promulgated or issued thereunder.

“Collateral” means, collectively, all of the real, personal and mixed property (including Accounts and Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Documents” means each Pledge Agreement, each Security Agreement, each Guaranty Agreement, each Consent, each Control Agreement, and all other instruments or documents delivered by a Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

“Colocation Facility” means any location (whether owned or leased) at which any member of the Borrower Group principally houses and/or manages voice and/or data networking and other communications equipment for itself or any of its customers, including without limitation those Colocation Facilities listed on Schedule 1.1.A hereto.

“Colocation Lease” means any lease pursuant to which a member of the Borrower Group leases real property in respect of a Colocation Facility, including without limitation those Colocation Leases listed on Schedule 1.1.B hereto.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto delivered to the Administrative Agent and the Term Loan Lenders by the Borrower.

“Consents” means each consent executed by the applicable counterparty in connection with certain revenue contracts of certain members of the Borrower Group.

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“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures by the members of the Borrower Group during such period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) (including, for the avoidance of any doubt, the Canadian Subsidiary Contribution) which would be capitalized or reflected as accrued capital expenditures, under GAAP on a consolidated cash flow statement of the members of the Borrower Group.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of:

(i) income and franchise tax expense;

(ii) Consolidated Interest Expense of the members of the Borrower Group, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including, in the case of the Borrower, the Term Loan);

(iii) depreciation and amortization expense;

(iv) amortization of intangibles (including goodwill) and organization costs;

(v) any other non-cash charges;

(vi) any extraordinary, unusual or non-recurring charges incurred in connection with the termination or cancellation of any of the Colocation Leases appearing on Schedule 4.9 prior to its stated expiration date and any litigation or settlement regarding any such termination or cancellation or any claim relating thereto;

(vii) adjustments to net income arising from new guidance with respect to Financial Accounting Standards Board Statement Number 145 in respect of non-cash deferred rent;

(viii) any reasonable and documented legal, accounting and rating agency fees, and Hart-Scott-Rodino filing expenses, in each case incurred by Borrower in respect of the terminated acquisition of The Telx Group, Inc., a Delaware corporation, in an amount not to exceed $700,000 in the aggregate; and

(ix) any reasonable and documented legal, accounting and/or other fees, in each case incurred by Borrower in respect of its terminated initial public offering efforts, in an amount not to exceed $620,000 in the aggregate;

and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets

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outside of the ordinary course of business), including without limitation any income from or as a result of the cancellation or termination of any customer contract or service contract, provided that the first $1,000,000 in the aggregate of income from or as a result of the cancellation or termination of customer contracts and service contracts in any fiscal year shall not be subtracted from Consolidated EBITDA pursuant to this clause (b), and (c) any other non-cash income, all as determined on a consolidated basis.

“Consolidated Fixed Charge Coverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) Consolidated EBITDA for the four preceding Fiscal Quarters ended on such date to (ii) Consolidated Fixed Charges for such Fiscal Quarters.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period, (ii) payment of cash income taxes made by any member of the Borrower Group on a consolidated basis during such period, (iii) scheduled payments made or scheduled to be made during such period on account of principal of Indebtedness of any member of the Borrower Group (including scheduled principal payments in respect of the Term Loan), (iv) Consolidated Capital Expenditures made during such period and (v) cash dividends paid by the Borrower Group on a consolidated basis during such period.

“Consolidated Interest Expense” means, for any period, the total cash interest expense (including that attributable to Capital Lease Obligations) of the members of the Borrower Group for such period with respect to all outstanding Indebtedness of the members of the Borrower Group (including all commissions, discounts and other fees and charges owed by members of the Borrower Group with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Interest Rate Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP, determined on a consolidated basis in accordance with GAAP) minus amounts received by such Person under Interest Rate Agreements in respect of interest rates to the extent such amounts received are allocable to such period in accordance with GAAP, determined on a consolidated basis in accordance with GAAP).

“Consolidated Leverage Ratio” means, as at the last day of any Fiscal Quarter, the ratio of (i) Consolidated Total Debt on such day to (ii) Consolidated EBITDA for the four preceding Fiscal Quarters ended on such date.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the members of the Borrower Group for such period (excluding any such net income derived from a source other than the Colocation Facilities), determined on a consolidated basis in accordance with GAAP; provided, that in calculating Consolidated Net Income of the Borrower Group for any Period, there shall be excluded (i) the income (or deficit) of any Person accrued prior to the date it became a member of the Borrower Group or is merged into or consolidated with any member of the Borrower Group, (ii) the income (or deficit) of any Person (other than a member of the Borrower Group) in which any member of the Borrower Group has an ownership interest, except to the extent that any such income is actually received by a member of the Borrower Group in the form of

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dividends or similar distributions, (iii) the income (or deficit) of any Unrestricted Subsidiary, in each case to the extent (with respect to positive income) that such income has not been distributed to a member of the Borrower Group organized in the United States whose principal place of business is in the United States, (iv) the income of any member of the Borrower Group to the extent that the declaration or payment of dividends or similar distributions by such member is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Legal Requirement applicable to such member.

“Consolidated Total Debt” means, as of any date, the aggregate principal amount of all Indebtedness of the members of the Borrower Group at such date, determined on a consolidated basis in accordance with GAAP.

“Contractual Obligation,” as applied to any Person, means any provision of any Security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power (i) to vote 50% or more of the securities having ordinary voting power for the election of directors (or Persons having equivalent management responsibilities) of such Person, or (ii) to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Control Agreement” means a securities account control agreement at any time entered into among the Administrative Agent (for the benefit of the Secured Parties), a securities intermediary and a member of the Borrower Group (in substantially the form of Exhibit E with such modifications as the Administrative Agent may reasonably request or consent to).

“DBSI” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“DBAG” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Defunct Subsidiary” has the meaning assigned to such term in Section 4.1.C.

“Disposition” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof, including the issuance of Equity Interests by any Person, and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollar Equivalent” means, on any particular date, with respect to any amount denominated in Canadian Dollars, the amount (as conclusively ascertained by the Administrative Agent absent manifest error) of Dollars which could be purchased by the Administrative Agent (in accordance with its normal banking practices) in the United

9

States foreign currency exchange markets with such amount of such currency at the spot rate of exchange prevailing at or about 11:00 a.m. (New York time) on such date (or, if such foreign currency exchange markets are not open on such date, on the most recent previous day on which such markets were open).

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Eligible Assignee” means:

(i) a commercial bank organized under the laws of the United States or any state thereof;

(ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof;

(iii) a commercial bank organized under the laws of any other country or a political subdivision thereof, provided that (x) such bank is acting through a branch or agency located in the United States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country;

(iv) any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds and lease financing companies;

(v) any entity in connection with a securitization of all or a portion of the amounts payable to or for the benefit of any Term Loan Lender under the Loan Documents, provided that the rights of such entity under the Loan Documents are serviced or administered for such entity by the relevant Term Loan Lender or another Eligible Assignee; and

(vi) any Term Loan Lender and any Affiliate of any Term Loan Lender and any Approved Fund;

provided that no member of the Borrower Group nor any Affiliate thereof shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is, or was at any time during the current calendar year or the six calendar years preceding the date of this Agreement maintained or contributed to by any member of the Borrower Group or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any governmental authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials

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Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all statutes, ordinances, orders, rules, regulations, judgments, Governmental Actions, or any other legally enforceable requirements of governmental authorities with appropriate jurisdiction relating to (i) environmental matters, including those relating to any Hazardous Materials Activity, (ii) the generation, use, storage, transportation or disposal of Hazardous Materials, or (iii) occupational safety and health, land use or the protection of human, plant or animal health or welfare, in any manner applicable to any member of the Borrower Group or any site, location or operation of any member of the Borrower Group including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §136 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.) and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), each as amended or supplemented, any analogous state or local statutes or laws, and any regulations promulgated pursuant to any of the foregoing.

“Environmental Reports” has the meaning assigned to such term in Section 5.9.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§1000 et seq., amendments thereto, and successor statutes, and regulations or guidance promulgated thereunder.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of any member of the Borrower Group shall continue to be

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considered an ERISA Affiliate of such member of the Borrower Group within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such member of the Borrower Group and with respect to liabilities arising after such period for which such member of the Borrower Group could be liable under the Code or ERISA.

“Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum appearing on Dow Jones Markets Page 3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such Interest Rate Determination Date, at the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Rate Determination Date shall be the average rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits in amounts comparable to the outstanding principal amount of the Eurodollar Rate Loan with respect to which such Eurodollar Rate will be applicable during such Interest Period and for a maturity comparable to such Interest Period are offered by the principal office of Deutsche Bank AG located in London, England in immediately available funds in the London interbank market at approximately 11:00 a.m., London Time, on such Interest Rate Determination Date.

“Eurodollar Rate Loans” means all or any portion of the Term Loan bearing interest at rates determined by reference to the Adjusted Eurodollar Rate as provided in Section 2.2.

“Event of Default” means each of the events or occurrences set forth in Article VII.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following: (i) any loss, destruction or damage of such property or asset; (ii) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or (iii) any settlement in lieu of clause (ii) above.

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

“Excess Cash Flow” means, for any Fiscal Year, without duplication, (a) Consolidated EBITDA for such Fiscal Year less (b) the sum of (i) Consolidated Fixed Charges for such Fiscal Year plus (ii) any prepayments made in such Fiscal Year in respect of the prior Fiscal Year pursuant to Section 2.4.B(ii)(d) to the extent not included in Consolidated Fixed Charges.

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“Excess Cash Flow Application Date” is defined in Section 2.4.B(ii)(d).

“Excluded Asset Sales” means (a) any lease, license or other transfer (but excluding sales) of the right to use a portion of any Colocation Facility to any customer or provider of fiber optic, satellite, wireline or other connectivity to a Colocation Facility in the ordinary course of business, (b) sales of property or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with a Permitted Business, (c) Dispositions of property in the ordinary course of business in an amount not exceeding $2,000,000 in the aggregate for all such Dispositions after the Closing Date taken together, or (d) any transfer or assignment by Borrower or a Restricted Subsidiary which is a Guarantor to Borrower or any other Restricted Subsidiary which is a Guarantor.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letters” means the Structuring Fee Letter dated October 4, 2005, among the Borrower and DBSI, and the Engagement Letter dated October 4, 2005 between the Borrower, the Administrative Agent, and DBSI.

“First Lien Administrative Agent” means DBAG in its capacity as “Administrative Agent” under the First Lien Credit Agreement or any successor “Administrative Agent” appointed thereunder pursuant to the terms thereof.

“First Lien Collateral Documents” means the “Collateral Documents” under and as defined in the First Lien Credit Agreement as in effect on the date hereof.

“First Lien Commitments” means the “Commitments” under and as defined in the First Lien Credit Agreement.

“First Lien Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of October 13, 2005, together with all Exhibits and Schedules attached thereto, among the Borrower, the financial institutions party thereto from time to time and the First Lien Administrative Agent, as in effect on the date hereof.

“First Lien Facilities” means the “Term Loan A Loan” and the “Term Loan B Loan” under and as defined in the First Lien Credit Agreement as in effect on the date hereof.

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“First Lien Lenders” means the “Lenders” under and as defined in the First Lien Credit Agreement.

“First Lien Obligations” means the “Obligations” under and as defined in the First Lien Credit Agreement as in effect on the date hereof.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien (other than Permitted Liens) to which such Collateral is subject.

“Fiscal Year” means the fiscal year of the applicable Person, which, for the members of the Borrower Group, begins on January 1 and ends on December 31 of each calendar year, and “Fiscal Quarter” means a corresponding fiscal quarter of such Person.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding and Payment Office” means (i) the office of the Administrative Agent located at 60 Wall Street, New York, New York 10005 or (ii) such other office of the Administrative Agent as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent to the Borrower and each Term Loan Lender.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, generally accepted accounting principles in the United States of America set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, in each case as the same are applicable to the circumstances as of the date of determination.

“Governmental Action” means all permits, authorizations, registrations, consents, approvals, legally enforceable determinations, decrees, waivers, certifications, environmental clearances, legally enforceable notices and licenses of any Governmental Instrumentality with appropriate jurisdiction.

“Governmental Instrumentality” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“Guarantor” means each Person that has executed a Guaranty Agreement.

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“Guaranty Agreement” means each Guaranty Agreement executed and delivered by Parent or any member of the Borrower Group, other than the Borrower, in each case substantially in the form of Exhibit J hereto, except that the Canadian Subsidiaries shall not be required to execute a Guaranty Agreement with such modifications as the Administrative Agent may reasonably request or consent to.

“Hazardous Materials” means (i) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substances,” or any other comparable term or expression intended to define or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited or regulated under Environmental Laws.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect thereto.

“Included Taxes” has the meaning assigned to that term in Section 2.6.B.

“Indebtedness,” as applied to any Person means, without duplication,

(i) all indebtedness of such Person for borrowed money;

(ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 90 days incurred in the ordinary course of such Person’s business);

(iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments;

(iv) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (unless the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

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(v) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP;

(vi) all obligations, contingent or otherwise, of such Person under acceptance, letter of guaranty, letter of credit or similar facilities;

(vii) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any cash payment in respect of any capital stock of or other ownership or profit interest in such Person or any other Person or any warrants, rights or options to acquire such capital stock;

(viii) all obligations of such Person in respect of Interest Rate Agreements;

(ix) all Indebtedness of others referred to in clauses (i) through (viii) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (a) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (b) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (c) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered), or (d) otherwise to assure a creditor against loss; and

(x) all Indebtedness referred to in clauses (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person.

All obligations under the Loan Documents shall constitute Indebtedness.

“Indemnified Liabilities” has the meaning assigned to that term in Section 9.3.

“Indemnitee” has the meaning assigned to that term in Section 9.3.

“Intellectual Property” means all patents, trademarks, tradenames, copyrights, technology, know-how and processes used in or necessary for the conduct of the business of any member of the Borrower Group that are material to the condition (financial or otherwise), business or operations of any member of the Borrower Group.

“Intercreditor Agreement” means an Intercreditor Agreement executed and delivered on or before the Closing Date by Administrative Agent and the First Lien Administrative Agent, and acknowledged by each member of the Borrower Group, substantially in the form of Exhibit O hereto, together with any amendments or modifications thereto as the Administrative Agent may reasonably request or consent to.

“Interest Payment Date” means (i) with respect to any Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the

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first such date to occur after the Closing Date, and (ii) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Eurodollar Rate Loan, provided that in the case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” has the meaning assigned to that term in Section 2.2.B.

“Interest Rate Agreement” means any interest rate protection or hedge agreement, including any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement, in each case, as entered into by a member of the Borrower Group in accordance with the terms hereof.

“Interest Rate Determination Date” means, with respect to any Interest Period, two Business Days prior to the first day of such Interest Period.

“Investment” means:

(i) any direct or indirect purchase or other acquisition (including through a lease) by a Person of, or of a beneficial interest in, any Securities of, or assets constituting an ongoing business from, any other Person,

(ii) any direct or indirect redemption, retirement, purchase or other acquisition for value by a Person from any other Person, of any equity Securities of any Subsidiary of such other Person, or

(iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by such Person to any other Person, including all accounts receivable in respect of which that other Person is the account debtor that are not current assets or did not arise from sales to that other Person in the ordinary course of business.

The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. If any member of the Borrower Group Disposes of any Equity Interests of any Subsidiary thereof or enters into any merger, consolidation or amalgamation, such that, after giving effect to any such Disposition, merger, consolidation or amalgamation, such Person is no longer a Wholly-Owned Subsidiary of a member of the Borrower Group, such member of the Borrower Group which owns such Person shall be deemed to have made an Investment on the date of such Disposition, merger, consolidation or amalgamation equal to the fair market value of the Equity Interests of such Person owned by such member of the Borrower Group after giving effect to such Disposition, merger, consolidation or amalgamation.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, limited liability company or other legal form; provided

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that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Lead Arrangers” has the meaning assigned to that term in the Preamble hereto.

“Legal Requirements” means all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, authorizations, agreements and regulations of any Governmental Instrumentality having jurisdiction over the matter in question.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UCC).

“Loan Certificate” means a certificate substantially in the form of Exhibit F hereto delivered by the Borrower to the Administrative Agent pursuant to Section 2.1 with respect to a proposed Term Loan.

“Loan Documents” means this Agreement, the Term Loan Notes, the Collateral Documents, the Fee Letters, the Intercreditor Agreement and all other agreements, certificates, instruments or documents delivered by a Loan Party pursuant to any of the Loan Documents.

“Loan Party” means each member of the Borrower Group and any Affiliate of any member of the Borrower Group (other than the Defunct Subsidiaries) which may hereafter become a party to any Loan Document, and “Loan Parties” means all such Persons, collectively.

“Loan Request” means a notice substantially in the form of Exhibit G hereto delivered by the Borrower to the Administrative Agent pursuant to Section 2.1.B with respect to a proposed Term Loan.

“Majority Term Loan Lenders” means Term Loan Lenders having or holding a majority of the sum of the aggregate outstanding principal amount of the Term Loan of all of the Term Loan Lenders.

“Margin Stock” has the meaning assigned to that term in Regulations T, U and X of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means (i) a material adverse effect on the business, assets, revenues, operations, results of operations, prospects or condition (financial or otherwise) of the Borrower Group taken as a whole, (ii) a material adverse effect on the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party, or (iii) a material adverse effect on the validity or enforceability of the Loan Documents, the Liens granted under the Loan Documents or the Term Loan Lenders’ or any Agent’s rights and remedies under the Loan Documents.

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“Material Contract” means any contract, lease or other agreement or arrangement to which any Loan Party is a party (other than the Loan Documents) (a) involving aggregate consideration payable to or by any Loan Party in excess of the greater of (i) $3,000,000 and (ii) the lesser of (A) an amount equal to 10% of the product of (x) Consolidated EBITDA for the four most recent fiscal quarters for which an income statement has been delivered hereunder prior to the date that the determination is being made hereunder, multiplied by (y) two (2), and (B) $5,000,000, or (b) which is otherwise material to the business, assets, operations, results of operations or condition (financial or otherwise) of the Borrower Group, taken as a whole, including without limitation the Specified Material Contracts, or (c) that is a Colocation Lease.

“Material Subsidiaries” means the direct and indirect Subsidiaries of the Parent other than Switch & Data AZ One LLC, Switch and Data Communications LLC, Switch & Data FL Four LLC, Switch and Data IL Four LLC, Switch and Data IL Five LLC, Switch & Data LA One LLC, Switch & Data MO One LLC, Switch & Data TN Two LLC, and Telx Acquisition, Inc.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which any Loan Party or any ERISA Affiliate has contributed during the current calendar year or the six calendar years preceding the date of this Agreement or with respect to which any Loan Party may incur any liability.

“Net Asset Sale Proceeds” means the aggregate cash proceeds received by any member of the Borrower Group in respect of any Asset Sale, net of:

(i) the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees and expenses, employee severance and termination costs, any trade payables or similar liabilities related to the assets sold and required to be paid by the seller as a result thereof and sales, finders’ or brokers’ commissions);

(ii) any relocation expenses incurred as a result thereof;

(iii) taxes paid or payable as a result thereof (including any such taxes paid or payable by an owner of any member of the Borrower Group) (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(iv) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien which is prior to the Lien under the Collateral Documents on the asset or assets that are the subject of such Asset Sale;

(v) all distributions and other payments required to be made to minority interest holders in a Subsidiary or Joint Venture as a result of the Asset Sale; and

(vi) any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposed of in such Asset Sale.

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“Net Proceeds” has the meaning assigned to that term in Section 2.4.B(ii)(a).

“Net Proceeds Amount” is defined in Section 2.4.B(iii).

“Net Revenue” means, for any period, all revenue received by the members of the Borrower Group in respect of any Colocation Facility, that would, in conformity with GAAP, be included on the consolidated income statement of the Borrower Group as revenue at such date.

“Non-Recourse Indebtedness” means Indebtedness:

(i) as to which no member of the Borrower Group (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is directly or indirectly liable as a guarantor or otherwise, or (C) is the lender;

(ii) which, if in default, would not permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any member of the Borrower Group to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity (including the right of such holders to take enforcement action against an Unrestricted Subsidiary); and

(iii) as to which the lenders thereof have been notified in writing that they will not have any recourse to the Equity Interests or assets (other than the Equity Interests of any Person other than a member of the Borrower Group) of any member of the Borrower Group, provided that the inclusion of any of the Specified Exceptions to Non-Recourse Provisions in the documents evidencing such Indebtedness will not, solely be virtue thereof, prevent such Indebtedness from constituting Non-Recourse Indebtedness unless and until the conditions of any of such Specified Exceptions to Non-Recourse Provisions that are included in the documents evidencing such Indebtedness are satisfied and the holder of such Indebtedness obtains, by virtue thereof, the right to take action against the Equity Interests or assets of a member of the Borrower Group.

“Non-US Lender” has the meaning assigned to that term in Section 2.6.B(iii).

“Notice of Conversion/Continuation” means a notice substantially in the form of Exhibit H hereto delivered to the Administrative Agent pursuant to Section 2.2.D with respect to a proposed conversion or continuation of the applicable basis for determining the interest rate with respect to the Term Loan specified therein.

“Obligations” means the collective reference to the unpaid principal of, and the accrued and unpaid interest on, the Term Loan and all other obligations and liabilities of any Loan Party to each Agent and the Term Loan Lenders (including each Loan Party’s liability for all interest that accrues after the maturity of the Term Loan and all interest that accrues after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter

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incurred, that may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Interest Rate Agreement entered into by the Borrower with any Term Loan Lender or Affiliate thereof pursuant to this Agreement or any other document made, delivered or given in connection with this Agreement, any other Loan Document or any such Interest Rate Agreement, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to each Agent and the Term Loan Lenders that are required to be paid by the Borrower pursuant to the terms of any such agreement), and all other obligations and liabilities of any or all of the Loan Parties to each Agent and/or any Term Loan Lender under this Agreement, or any other Loan Document.

“Officer’s Certificate” means a certificate executed on behalf of a Person by a Responsible Officer thereof (in his capacity as such officer); provided that every Officer’s Certificate with respect to the compliance with a condition precedent to the making of the Term Loan hereunder shall include (i) a statement that the Responsible Officer making or giving such Officer’s Certificate has read such condition and any definitions or other provisions contained in this Agreement relating thereto, (ii) a statement that, in the opinion of such Responsible Officer, he is reasonably familiar with the assets, liabilities, operations and affairs of the Borrower Group and, accordingly, is able to express an informed opinion as to whether or not such condition has been complied with, and (iii) a statement as to whether, in the opinion of the Responsible Officer, such condition has been complied with in all material respects.

“Operating Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

“Original Credit Agreement” means that certain Credit Agreement dated as of January 26, 2001, among the Borrower, the lenders party thereto from time to time and the Administrative Agent, as amended and restated by an Amended and Restated Credit Agreement dated as of March 14, 2003 and a Second Amended and Restated Credit Agreement, dated as of March 4, 2004.

“Other Taxes” has the meaning assigned to that term in Section 2.6.B.

“Parent” means Switch & Data Facilities Company, Inc.

“Patriot Act” has the meaning assigned to that term in Section 9.26.

“Payment in Full of First Lien Obligations” means that the First Lien Obligations shall have been indefeasibly paid in full (and the provision of cash collateral for letters of credit outstanding issued under the First Lien Credit Agreement pursuant to the terms thereof have been made to the satisfaction of the First Lien Administrative Agent), and (ii) the First Lien Commitments shall have been terminated thereunder.

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

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“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Business” means the designing, constructing, acquiring, owning, operating and leasing of the Colocation Facilities to telecommunications carriers, Internet service providers, content providers, data service providers and others and the provision of services in connection therewith, including, but not limited to, connectivity to public and private network services, security and monitoring services, data recovery services, colocation services, hosting services, voice-over IP services, video services, and content aggregation, together with any activity reasonably related to or ancillary to the foregoing and the making of any rent payments under a Colocation Lease.

“Permitted Investments” means Investments which are:

(i) Cash or Cash Equivalents;

(ii) accounts receivable created, acquired or made by any Loan Party in the ordinary course of business;

(iii) Investments consisting of Equity Interests, obligations, securities or other property received by any Loan Party in settlement of accounts receivable or in satisfaction of judgments (each created in the ordinary course of business) from obligors in the ordinary course of business or received pursuant to bankruptcy or insolvency proceedings of the account debtor;

(iv) Investments existing as of the Closing Date and set forth in Schedule 1.1.D;

(v) subject to Section 6.18, Investments in Property to be used as a Colocation Facility or useful in connection with the conduct of a Permitted Business (to the extent constituting an ongoing business) or, so long as no Event of Default has occurred and is continuing, in a Person that is (or upon the consummation of any such Investment will become) a Wholly-Owned Restricted Subsidiary of the Borrower or of a Restricted Subsidiary of the Borrower and whose assets principally consist of Property to be used as a Colocation Facility or useful in connection with the conduct of a Permitted Business, provided that no Investment in the Canadian Subsidiaries may be made under this clause (v);

(vi) to the extent permitted under Section 6.7, Investments consisting of non-cash consideration received by any Loan Party in any Asset Sales;

(vii) subject to Section 6.18, Investments made by any member of the Borrower Group in any other member of the Borrower Group other than the Canadian Subsidiaries;

(viii) the Canadian Subsidiary Contribution, provided that, the Canadian Subsidiary Contribution shall only be a Permitted Investment if (a) at least two-thirds of such Investment is made in the form of a loan which is evidenced by a promissory note from the Canadian Subsidiary to which loan is made, which note shall be in form and

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substance acceptable to the Administrative Agent (as amended from time to time with the written consent of the Administrative Agent, the “2005 Canadian Investment Note”), and (b) the Person that makes such Investment and receives such Canadian Investment Note shall pledge and deliver such Canadian Investment Note to the Administrative Agent on the date that the Canadian Subsidiary Contribution is made, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, as additional Collateral for the Obligations; and

(ix) the Investment evidenced by the Canadian Revolving Note.

“Permitted Liens” means the following types of Liens, excluding (a) any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA, (b) any such Lien relating to or imposed in connection with any Environmental Claim, and (c) any such Lien expressly prohibited by any applicable terms of any of the Collateral Documents:

(i) Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by Section 5.5;

(ii) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.5;

(iii) Liens of sellers of goods to any Loan Party arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only goods sold and securing only the unpaid purchase price for such goods and related expenses;

(iv) statutory Liens of landlords, statutory Liens of banks and rights of set-off, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (1) if any such Liens under this clause (iv) secure amounts in excess of $500,000 in the aggregate, the applicable members of the Borrower Group maintain cash reserves sufficient to discharge all such Liens, and (2) in the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

(v) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security (exclusive of obligations for the payment of borrowed money), incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as (1) the applicable member of the Borrower Group maintains cash reserves sufficient to discharge any such Lien, and (2) in the case of a Lien with respect to any portion of the Collateral,

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such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien;

(vi) real property leases, subleases or other occupancy agreements granted to third parties not in violation of any provision of any Loan Document, provided that each such lease, sublease or other occupancy agreement does not adversely interfere in any material respect with the ordinary conduct of the business of the Borrower Group;

(vii) easements, rights-of-way, restrictions, encroachments and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of any member of the Borrower Group or result in a material diminution in the value of any Collateral as security for the Obligations;

(viii) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(ix) Liens granted pursuant to the Collateral Documents;

(x) without limiting any of the Borrower’s obligations under Section 5.12 and Section 6.13, landlords’ Liens with respect to leases entered into by a member of the Borrower Group; provided that the exercise of any such Lien would not materially adversely affect the Borrower Groups’ or the Term Loan Lenders’ rights in the Collateral subject to such Lien;

(xi) Liens existing as of the Closing Date and set forth on Schedule 1.1.E, provided that no such Lien shall at any time be extended to or cover any asset or property other than the asset or property subject thereto on the Closing Date;

(xii) Liens securing any Indebtedness renewing, refinancing or extending Indebtedness secured by Liens permitted pursuant to clause (xi) above on terms and conditions no less favorable to the applicable Loan Party, provided that no such Lien shall at any time be extended to or cover any asset or property other than the asset or property subject to such prior Lien on the Closing Date;

(xiii) Liens securing any Indebtedness permitted under Section 6.1(iv), Section 6.1(v), Section 6.1(vi) or Section 6.1(xi);

(xiv) other Liens securing Indebtedness in an aggregate amount not to exceed $1,500,000 at any time outstanding, so long as such Liens are secured by property with a fair market value not in excess of $2,000,000; and

(xv) financing statements filed to give notice of an operating lease of personal property which financing statements do not list any collateral except for the operating lease and the property that is the subject of the operating lease;

provided in each case that such Liens do not secure Indebtedness for borrowed money (other than Indebtedness of the nature described in clauses (iv), (v), (vi) and (xi) of Section 6.1).

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“Permitted Purpose” has the meaning assigned to that term in Section 5.13.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Instrumentalities.

“Pledge Agreements” means each Pledge Agreement executed and delivered on or before the Closing Date and each pledge agreement, pledge, charge or similar instrument to be executed and delivered by a Loan Party substantially in the form of Exhibit K, with such modifications as the Administrative Agent may reasonably request or consent to.

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Prime Rate” means the rate that DBAG announces from time to time as its Dollar prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. DBAG or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Pro Forma Basis” means, with respect to the calculation of a financial covenant on a pro forma basis in connection with a proposed acquisition, the calculation of the financial covenant set forth in Section 6.6 hereof (including the Person or assets to be acquired as well as the Borrower Group) with reference to (i) the audited historical financial results of such Person to be acquired for the Test Period, if available, and if not so available, then with reference to such management certified financial results of such Person for the Test Period as shall be reasonably acceptable to the Administrative Agent (or, if an acquisition of assets, the financial results attributable to such assets) and the financial statements of the Borrower Group and its Subsidiaries for the Test Period ending immediately prior to the date of such acquisition, after giving effect on a pro forma basis to such acquisition in the manner described below:

(i) all Indebtedness (whether under this Agreement or otherwise) and any other balance sheet adjustments incurred or made in connection with the acquisition shall be deemed to have been incurred or made on the first day of the Test Period, and all Indebtedness of the Person acquired or to be acquired in such acquisition which was or will have been repaid in connection with the consummation of the acquisition shall be deemed to have been repaid concurrently with the deemed incurrence of the Indebtedness incurred in connection with the acquisition;

(ii) all Indebtedness assumed to have been incurred pursuant to the preceding clause (i) shall be deemed to have borne interest at the sum of (a) the arithmetic mean of (x) the LIBOR Rate for LIBOR Rate Loans having an Interest

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Period of one month in effect on the first day of the Test Period and (y) the LIBOR Rate for LIBOR Rate Loans having an Interest Period of one month in effect on the last day of the Test Period plus (b) the Applicable Margin then in effect (after giving effect to the acquisition on a Pro Forma Basis); and

(iii) reasonable specified cost savings, expenses and other income statement or operating statement adjustments which are attributable to the change in ownership and/or management resulting from such acquisition as may be approved by the Administrative Agent in writing shall be deemed to have been realized on the first day of the Test Period.

“Pro Rata Share” means with respect to all payments, computations and other matters relating to the Term Loan Commitment or the Term Loan of any Term Loan Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Term Loan Lender by (b) the aggregate Term Loan Exposure of all the Term Loan Lenders. The initial Pro Rata Share of each Term Loan Lender is set forth opposite the name of such Term Loan Lender in Schedule 2.1 hereto.

“Proceedings” has the meaning assigned to that term in Section 5.1.

“Projections” means the financial projections regarding the Borrower Group prepared by the management of the Parent, which shall be reasonably satisfactory in form and substance to the Administrative Agent and the Term Loan Lenders.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether intangible or tangible.

“Redemption” means the redemption of all of the issued and outstanding Series D Redeemable Preferred Stock of the Parent in an aggregate redemption price of up to $44,250,000 and made pursuant to the Certificate of Designations, Preferences and Rights of Series D Redeemable Preferred Stock of Switch & Data Facilities Company, Inc., dated as of March 14, 2003, on the Closing Date.

“Register” has the meaning assigned to that term in Section 2.1.D(i).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, or leaching of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the migration of any Hazardous Materials through the air, soil, surface water or groundwater.

“Required Lenders” means the Term Loan Lenders having or holding a majority of the aggregate outstanding principal amount of the Term Loan at the time of determination.

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“Responsible Officer” means, with respect to any matter and with respect to any Person, the Chairman, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Assistant Secretary, Manager or General Partner of such Person or if such Person has no appointed officers, any authorized representative of such Person.

“Restricted Cash” means security deposits of customers of any member of the Borrower Group.

“Restricted Payment” means:

(i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any member of the Borrower Group now or hereafter outstanding (except a dividend or distribution payable solely in shares of that class of stock to the holders of that class (or the accretion of such dividends or distribution)) or any payment of a management fee or similar fee by a member of the Borrower Group to a beneficial holder of any Equity Interest in any member of the Borrower Group or to any Affiliate of any such beneficial holder or any employee, officer, director or manager of any such holder or Affiliate, except for payments that are permitted by clause (iii) of Section 6.10 hereof;

(ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any member of the Borrower Group now or hereafter outstanding;

(iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of any member of the Borrower Group now or hereafter outstanding;

(iv) any payment or prepayment of principal of, premium, if any, or cash interest on, or redemption, purchase, retirement, defeasance (including covenant or legal defeasance), sinking fund or similar payment with respect to Indebtedness of any member of the Borrower Group and which is subordinated in right of payment of the Obligations; and

(v) any Investment that is not a Permitted Investment.

“Restricted Subsidiary” means each Subsidiary of the Parent and of its direct or indirect Subsidiaries that is not an Unrestricted Subsidiary which is listed as an Unrestricted Subsidiary on Schedule 4.1.C as in effect on the Closing Date.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies, Inc.

“Secured Parties” means the Administrative Agent, the Lead Arrangers, the Term Loan Lenders and any Term Loan Lender or Affiliate of a Term Loan Lender party to an Interest Rate Agreement.

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“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreements” means each Security Agreement executed and delivered on or before the Closing Date and each security agreement, pledge, charge or similar instrument to be executed and delivered by any member of the Borrower Group substantially in the form of Exhibit L with such modifications as the Administrative Agent may reasonably request or consent to, provided that the Canadian Subsidiaries shall not be required to execute a Security Agreement.

“Series C Preferred Share Payments” means the payment of (i) all accrued and unpaid dividends on the Series C Redeemable Preferred Stock of the Parent and (ii) the “Series C Interim Preference Amount” (as defined in the First Amended and Restated Certificate of Designations, Preferences and Rights, dated as of March 14, 2003 of such Series C Redeemable Preferred Stock, made on the Closing Date in an aggregate amount for both clause (i) and clause (ii) above not to exceed $16,000,000.

“Solvency Certificate” means a certificate substantially in the form of Exhibit I hereto delivered by each of the Material Subsidiaries and the Parent to the Administrative Agent pursuant to Section 3.1.R.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (i) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (ii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (iii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property or assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (iv) the fair value of the property or assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (v) the present fair salable value of the assets of such Person, as a going concern, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Specified Exceptions to Non-Recourse Provisions” shall mean provisions effectively setting forth one or more of the following events in relation to Indebtedness which, but for the occurrence of one or more of the following, would be Non-Recourse Indebtedness:

(i) the collateral is sold or otherwise disposed of or the title thereto is encumbered, otherwise than as permitted by the mortgage granting such collateral;

(ii) fraud by the borrower in connection with the applicable Indebtedness;

(iii) misapplication of (A) proceeds paid under any insurance policies by reason of damage, loss or destruction affecting any portion of the collateral for the Indebtedness (to the extent of such proceeds), (B) any proceeds or awards resulting from the condemnation of all or any part of such collateral (to the extent of such proceeds or awards), or (C) rents received with respect to the collateral; or

(iv) damage or destruction to the collateral due to willful acts or gross negligence of the Maker;

“Specified Material Contracts” means the contracts and agreements listed on Schedule 4.9.B.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Eurodollar Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Term Loan Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person, (i) any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership or limited liability company of which more than 50% of such entities’ capital accounts, distribution rights, general or limited partnership interests or

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membership interests are owned or controlled directly or indirectly by such Person or one of more other Subsidiaries of that Person or a combination thereof.

“Supermajority Lenders” means the Term Loan Lenders having or holding at least 66 2/3% of the sum of the aggregate outstanding principal amount of the Term Loan at the time of determination.

“Supplemental Agent” has the meaning assigned to such term in Section 8.1.B.

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including interest, penalties and additions in connection therewith; provided that “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s principal office (and/or, in the case of a Term Loan Lender, its lending office) is located or in which that Person (and/or, in the case of a Term Loan Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Term Loan Lender, its lending office).

“Term Loan” is defined in Section 2.1.A(i).

“Term Loan Commitment” means the commitment of a Term Loan Lender to make a Term Loan to the Borrower pursuant to Section 2.1.A(i), up to the amount set forth on Schedule 2.1 as the Term Loan Commitment of such Term Loan Lender (or as set forth in the Register pursuant to any assignment of any such Term Loan Commitment in accordance with the terms hereof) and “Term Loan Commitments” means all such commitments of the Term Loan Lenders in the aggregate.

“Term Loan Exposure” means, with respect to any Term Loan Lender as of any date of determination, (i) prior to the termination of the Term Loan Commitments, that Term Loan Lender’s Term Loan Commitment, and (ii) after the termination of the Term Loan Commitments, the aggregate outstanding principal amount of the Term Loan of that Term Loan Lender.

“Term Loan Lenders” means the persons identified as “Term Loan Lenders” and listed on the signature pages of this Agreement and Schedule 2.1, together with their successors and permitted assigns pursuant to Section 9.1.

“Term Loan Maturity Date” means April 13, 2011.

“Term Loan Notes” means (i) the promissory notes of the Borrower issued pursuant to Section 2.1.E on the Closing Date in respect of the Term Loan and (ii) any promissory note issued by the Borrower pursuant to Section 9.1.B in connection with assignments of the Term Loan of any of the Term Loan Lenders, in each case substantially in the form of Exhibit M hereto.

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“Test Period” means, in connection with the calculation of any financial covenant on a Pro Forma Basis, the period of all fiscal quarters (and any portion of a fiscal quarter) prior to the date of such acquisition that are included in the calculation of such financial covenant (or any component thereof).

“Transaction Costs” means the fees, costs and expenses payable by any member of the Borrower Group on or before the Closing Date in connection with the transactions contemplated by the Loan Documents.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unadjusted Eurodollar Rate Component” has the meaning assigned to that term in Section 5.15.

“Unrestricted Subsidiary” means each Subsidiary described as an Unrestricted Subsidiary on Schedule 4.1.C as in effect on the Closing Date.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.2. Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Without limiting the foregoing, financial statements and other information required to be delivered to the Term Loan Lenders pursuant to Section 3.1 and Section 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize accounting principles and policies in conformity with those used to prepare the financial statements referred to in Section 5.1.

Section 1.3. Other Definitional Provisions and Rules of Construction.

A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

B. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

C. Any reference to any agreement or instrument shall be deemed to include a reference to such agreement or instrument as assigned, amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

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D. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any provision stating that an Agent or Lender “may” take certain action shall be construed to mean that Agent or Lender may, but shall not be obligated to, take such action.

E. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.

F. References to “Articles” shall be to Articles of this Agreement unless otherwise specifically provided.

G. The use in this Agreement of the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

H. The use in this Agreement of the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

I. This Agreement, the other Loan Documents and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the party who drafted the various provisions of the same. Each and every provision of this Agreement, the other Loan Documents and instruments and documents entered into and delivered in connection therewith shall be construed as though the parties participated equally in the drafting of the same. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement, or the other Loan Documents and instruments and documents entered into and delivered in connection therewith.

J. All of the Obligations are the joint and several obligations of the Borrower and the Guarantors, regardless of whether any provision hereof with respect to any such Obligation expressly states that such Obligation is a joint and several obligation.

K. With respect to any covenant herein by the Borrower not to permit another member of the Borrower Group to take certain action or which requires the Borrower to cause another member of the Borrower Group to take certain action, it will be a breach of such covenant if any member of the Borrower Group fails to take such action, regardless of whether the Borrower had the right, authority or power to permit or cause such other member of the Borrower Group to take or not take such action.

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ARTICLE II.

AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

Section 2.1. Term Loan Commitments; Making of the Term Loan; the Register; Term Loan Notes.

A. Term Loan Commitments. Subject to the terms and conditions hereof (including without limitation the conditions in Section 3.1) and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make a Term Loan in a single drawing on the Closing Date to the Borrower in an aggregate amount not to exceed the lesser of (a) its Pro Rata Share of the Term Loan Commitments and (b) its Term Loan Commitment. Concurrently with the funding of the Term Loan, all Term Loan Commitments shall terminate and no advances of the Term Loan will be available to the Borrower after the Closing Date. The Term Loan or any portion thereof may be made as a Base Rate Loan or a Eurodollar Rate Loan; provided, however, if the Term Loan or any portion thereof is made as a Eurodollar Rate Loan, it shall have an initial Interest Period of one month. Proceeds of the Term Loan borrowed under this Section 2.1.A and subsequently repaid or prepaid may not be reborrowed.

B. Borrowing Mechanics. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Term Loan Lender hereby severally agrees to make the Term Loan described in Section 2.1.A, if, and only if, the borrowing mechanics set forth as follows are satisfied:

(i) The Borrower shall deliver to the Administrative Agent a Loan Request no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the Closing Date.

(ii) The Loan Request shall (a) specify (1) the aggregate amount of the Term Loan, (2) represent and warrant that the proceeds of the Term Loan shall only be for a Permitted Purpose, and (3) whether the Term Loan shall be funded as a Base Rate Loan or a Eurodollar Rate Loan with a one-month initial Interest Period or both (and if funded as both a Base Rate Loan and a Eurodollar Rate Loan, in what amounts); and (b) be accompanied by an accurate and complete Loan Certificate.

(iii) The Borrower shall notify the Administrative Agent prior to the making of the Term Loan in the event that any of the matters to which the Borrower is required to certify in the applicable Loan Request or Loan Certificate, as applicable, is no longer accurate and complete as of the Closing Date (it being understood that, if the Term Loan is made during the continuance of an Event of Default, the making of the Term Loan shall not constitute a waiver of such Event of Default).

C. Disbursement of Funds. The Term Loan under this Agreement shall be made by the Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Term Loan Lender shall be responsible for any default by any other Term Loan Lender in that other Term Loan Lender’s obligation to make the Term Loan requested hereunder nor shall the Term Loan Commitment of any Term Loan Lender to make the Term Loan requested be increased or decreased as a result of a default by any other Term Loan Lender in that other Term Loan Lender’s obligation to make the Term Loan requested hereunder. Promptly after receipt by the Administrative Agent of the Loan Request pursuant to

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Section 2.1.B, the Administrative Agent shall notify each Term Loan Lender of the proposed borrowing. Each Term Loan Lender shall make the amount of its Term Loan available to the Administrative Agent not later than 12:00 Noon (New York City time) on the Closing Date, in immediately available funds in Dollars, at the Funding and Payment Office. The Administrative Agent shall disburse the proceeds of the Term Loan, all in accordance with and as more particularly described in the Loan Request.

Unless the Administrative Agent shall have been notified by any Term Loan Lender prior to 12:00 Noon on the Closing Date that such Term Loan Lender does not intend to make available to the Administrative Agent the amount of such Term Loan Lender’s share of the Term Loan requested on the Closing Date, the Administrative Agent may assume that such Term Loan Lender has made such amount available to the Administrative Agent on the Closing Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Term Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Loan Lender together with interest thereon, for each day from Closing Date until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the first three Business Days and thereafter at the rate payable under this Agreement for Base Rate Loans. If such Term Loan Lender pays such amount to the Administrative Agent, then such amount shall constitute such Term Loan Lender’s share of the Term Loan included in such Term Loan. If such Term Loan Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from the Closing Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this Section 2.1.C shall be deemed to relieve any Term Loan Lender from its obligation to fulfill its Term Loan Commitment hereunder or to prejudice any rights that the Borrower may have against any Term Loan Lender as a result of any default by such Term Loan Lender hereunder.

D. The Register.

(i) The Administrative Agent shall maintain, at its address referred to in Section 9.8, a register for the recordation of the names and addresses of the Term Loan Lenders and the Term Loan Commitments and aggregate principal amount of the Term Loan of each Term Loan Lender from time to time (the “Register”). The Register shall be available for inspection by any Loan Party or any Term Loan Lender at any reasonable time and from time to time upon reasonable prior notice.

(ii) The Administrative Agent shall record in the Register (a) the Term Loan Commitment and the Term Loan of each Term Loan Lender, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Term Loan Lender hereunder, (c) each repayment or prepayment in respect of the principal amount of the Term Loan of each Term Loan Lender, and (d) the amount of any sum received by the Administrative Agent hereunder for the account of the Term Loan Lenders and each Term Loan Lender’s share thereof. Any such recordation shall be

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conclusive and binding on the Borrower and each Term Loan Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Term Loan Lender’s Commitments or the Obligations in respect of the Term Loan.

(iii) Each Term Loan Lender shall record on its internal records (including any Term Loan Notes held by such Term Loan Lender) the amount of the Term Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Term Loan Lender’s Commitments or Obligations in respect of the Term Loan or otherwise; and provided, further that in the event of any inconsistency between the Register and any Term Loan Lender’s records, the recordations in the Register shall govern.

(iv) The Administrative Agent and the Term Loan Lenders shall deem and treat the Persons listed as the Term Loan Lenders in the Register as the holders and owners of the corresponding Term Loan Commitments and the Term Loan listed therein for all purposes hereof, and no assignment or transfer of any such Term Loan Commitment or the Term Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1. Prior to such recordation, all amounts owed with respect to the applicable the Term Loan Commitment or the Term Loan shall be owed to the Term Loan Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Term Loan Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Term Loan Commitments or Term Loan.

E. Term Loan Notes. The Borrower shall execute and deliver on the Closing Date and on the date of any assignment or transfer of any Term Loan to each Term Loan Lender who so requests (or to the Administrative Agent on behalf of that Term Loan Lender) a Term Loan Note substantially in the form of Exhibit M hereto to evidence that Term Loan Lender’s portion of the Term Loan, in the principal amount of the sum of that Term Loan Lender’s Term Loan Commitment (or, after the termination of the Term Loan Commitments, in the principal amount of the then outstanding Term Loan of such Term Loan Lender).

The Administrative Agent may deem and treat the payee of any Term Loan Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent as provided in Section 9.1. Any request, authority or consent of any person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Term Loan Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Term Loan Note or of any Term Loan Note or Term Loan Notes issued in exchange therefor.

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Section 2.2. Interest on the Term Loan.

A. Rate of Interest. Subject to the provisions of Sections 2.2.E, 2.5 and 2.6, the Term Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate and/or the Adjusted Eurodollar Rate. The applicable basis for determining the rate of interest with respect to the Term Loan may be changed from time to time pursuant to Section 2.2.D. If on any day all or a portion of the Term Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that the Term Loan or such portion thereof shall bear interest determined by reference to the Base Rate.

Subject to the provisions of Sections 2.2.E, 2.5 and 2.6, until the Term Loan is paid in full the Term Loan shall bear interest as follows:

(i) if the Term Loan is a Base Rate Loan, then at a rate equal to the sum of the Base Rate plus the Applicable Margin; or

(ii) if the Term Loan is a Eurodollar Rate Loan, then at a rate equal to the sum of the Adjusted Eurodollar Rate plus the Applicable Margin.

B. Interest Periods. In connection with the Term Loan that is a Eurodollar Rate Loan, the Borrower may, pursuant to the applicable Notice of Conversion/Continuation select an interest period (each an “Interest Period”) to be applicable to such Term Loan, which Interest Period shall be, at the Borrower’s option, either a one, two, three or six month period; provided that:

(i) the initial Interest Period for any Term Loan that is a Eurodollar Rate Loan shall commence on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Term Loan converted to a Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iii) of this Section 2.2.B, end on the last Business Day of a calendar month;

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(v) no Interest Period with respect to any portion of Term Loan shall extend beyond the Term Loan Maturity Date;

(vi) there shall be no more than eight Interest Periods outstanding at any time; and

(vii) in the event the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Notice of Conversion/Continuation, the Borrower shall be deemed to have selected an Interest Period of one month.

C. Interest Payments. Subject to the provisions of Section 2.2.E, interest on the Term Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Term Loan, upon any prepayment of a Term Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity).

D. Conversion or Continuation. Subject to the provisions of Section 2.2.A (in respect of the initial funding of the Term Loan) and Section 2.5, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loan bearing interest at a rate determined by reference to one basis to Term Loan bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Term Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Except as otherwise provided in Section 2.5.B or Section 2.5.C, any Notice of Conversion/Continuation for a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date and Notice of Conversion/Continuation for a Base Rate Loan shall be irrevocable on and after the deliver of such Notice of Conversion/Continuation to the Administrative Agent and, in each case, the Borrower shall be bound to effect a conversion or continuation in accordance therewith. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. Further, the submission by the Borrower of a Notice of Conversion/Continuation shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation, as to the matters to which the Borrower certified to in the applicable Loan Request and Loan Certificate.

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E. Default Rate. Upon the occurrence and during the continuation of any Event of Default, the outstanding principal amount of the Term Loan and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable upon demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Term Loan (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective, such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.2.E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Term Loan Lender.

F. Computation of Interest. Interest on the Term Loan shall be computed on the basis of a 360-day year, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a 365 day year (or 366 days in a leap year), and in each case interest shall be payable for the actual number of days elapsed in the period during which it accrues. In computing interest on the Term Loan, (i) the date of the making of the Term Loan, (ii) the first day of an Interest Period applicable to the Term Loan and (iii) with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, in each case shall be included, and the date of payment of the Term Loan or the expiration date of an Interest Period applicable to the Term Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided that if all or a portion of the Term Loan is repaid on the same day on which it is made, one day’s interest shall be paid on the Term Loan.

Section 2.3. Fees.

A. Annual Administrative Fee. The Borrower shall pay to the Administrative Agent an annual administrative fee in an amount equal to $50,000 per annum from and including the Closing Date to and including the Term Loan Maturity Date. Such administrative fee shall be payable yearly in advance, commencing on the Closing Date and thereafter on each anniversary of the Closing Date.

B. Other Fees. The Borrower shall pay such other fees, costs and expenses as are set forth in the Fee Letters, in each case in the amounts, and at the times, provided for in the Fee Letters.

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Section 2.4. Repayments and Prepayments; General Provisions Regarding Payments.

A. Scheduled Payment of Term Loan.

On the Term Loan Maturity Date, the entire remaining unpaid principal amount of the Term Loan and all other Obligations under this Agreement and the other Loan Documents shall be due and payable by the Borrower.

B. Prepayments and Unscheduled Reductions in Commitments.

(i) Voluntary Prepayments. After there has occurred a Payment in Full of First Lien Obligations, the Borrower may, upon not less than three Business Day’s prior written notice given to the Administrative Agent by 12:00 Noon (New York City time) on the date required, at any time and from time to time prepay, without premium or penalty, the Term Loan on any Business Day in whole or in part in an aggregate minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (the amount due upon such prepayment being equal to the principal amount being so prepaid plus accrued and unpaid interest thereon, plus with respect to any Eurodollar Rate Loan not prepaid on the expiration of the Interest Period applicable thereto, any amount payable pursuant to Section 2.5.D). The Borrower’s notice to the Administrative Agent shall designate (a) the date (which shall be a Business Day) of such prepayment and (b) the amount of such prepayment. Notice of prepayment having been given as aforesaid, the principal amount of the Term Loan specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.4.C.

(ii) Mandatory Prepayments. After there has occurred a Payment in Full of First Lien Obligations, the Borrower shall prepay the Term Loan in the amounts, at the times and under the circumstances set forth below:

(a) Prepayments Due to Issuance of Debt or Equity. Subject to Section 2.4.B(iii) below, on the fifth Business Day following the date of receipt by any member of the Borrower Group of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being “Net Proceeds”) from the incurrence of any Indebtedness by, or issuance of any equity of, any member of the Borrower Group, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders for application to the Term Loan (i) 100% of the Net Proceeds in respect of any such Indebtedness incurrence (other than those incurrences permitted pursuant to Section 6.1), (ii) 75% of the Net Proceeds in respect of any such equity issuance in the event the Consolidated Leverage Ratio of the Borrower Group equals or exceeds 3.00 to 1.00 and (iii) 50% of the Net Proceeds in respect of any such equity issuance in the event the Consolidated Leverage Ratio of the Borrower Group is less than 3.00 to 1.00.

(b) Prepayments From Net Asset Sale Proceeds. Subject to Section 2.4.B(iii) below, (i) no later than the fifth Business Day following the date of receipt by any member of the Borrower Group of any Net Asset Sale Proceeds in

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respect of any Asset Sale, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders for application to the Term Loan an amount equal to 100% of such Net Asset Sale Proceeds (which, in the case of Net Asset Sale Proceeds received by a Canadian Subsidiary, shall be applied, first, to the extent of the balance of the 2005 Canadian Investment Note, and, second, to the extent of the balance of the 2004 Canadian Investment Note, in each case, as a prepayment of such 2005 Canadian Investment Note and/or 2004 Canadian Investment Note to fund (to the extent of such prepayment) all or a portion of the mandatory prepayment required by this clause (b)); provided, however, that (i) no payment of the Term Loan shall be required if such Net Asset Sale Proceeds were received by any such member pursuant to an Excluded Asset Sale at a time when no Event of Default has occurred and is continuing and (ii) no later than the fifth Business Day following the date that any reserve maintained for adjustment in respect of the sale price of the assets sold in any such Asset Sale (as referred to in clause (v) of the definition of Net Asset Sale Proceeds) or with respect to any liabilities associated with the assets disposed of in such Asset Sale is no longer required or is reduced, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders for application to the Term Loan an amount equal to 100% of the amount of such reserve (if it is no longer required to be maintained) or of such reduction of such reserve.

(c) Prepayments from Receipt of Casualty Proceeds. Subject to Section 2.4.B(iii) below, on the fifth Business Day following the date of receipt by any member of the Borrower Group of any Casualty Proceeds, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders for application to the Term Loan an amount equal to 100% of such Casualty Proceeds (which, in the case of Casualty Proceeds received by a Canadian Subsidiary, shall be applied, to the extent of the balance of the Canadian Investment Note, as a prepayment of the Canadian Investment Note to fund (to the extent of such prepayment) all or a portion of the mandatory prepayment required by this clause (c)).

(d) Prepayments from Excess Cash Flow. If the Borrower Group has Excess Cash Flow greater than zero for any Fiscal Year commencing with the Fiscal Year ending December 31, 2006, on the Excess Cash Flow Application Date, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders for application to the Term Loan an amount equal to (1) the amount of such Excess Cash Flow multiplied by (2) 50%. The “Excess Cash Flow Application Date” shall be the fifth Business Day following the date on which the financial statements of the Borrower Group referred to in Section 5.1 for the Fiscal Year with respect to which such reduction in commitment is made are required to be delivered to the Administrative Agent.

(iii) Calculations of Net Proceeds Amounts; Additional Prepayments Based on Subsequent Calculations. Concurrently with any prepayment of the Term Loan pursuant to this Section 2.4.B, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate executed by a Responsible Officer demonstrating the calculation of the

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amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, the applicable Net Proceeds, the applicable Casualty Proceeds or other amounts, as the case may be, that gave rise to such prepayment and/or reduction. In the event that the Borrower subsequently determines that the actual Net Proceeds Amount was greater than the amount set forth in such Officer’s Certificate, the outstanding Term Loan shall be automatically reduced in an amount equal to the amount of such excess in accordance with Section 2.4.C(iii), and the Borrower shall concurrently therewith deliver to the Administrative Agent an Officer’s Certificate executed by a Responsible Officer demonstrating the derivation of the additional Net Proceeds Amount resulting in such additional prepayment.

C. Prepayment Premiums and Application of Prepayments and Reductions of Term Loan.

(i) In the event that the Borrower shall prepay or repay all or any portion of the Term Loan for any reason prior to the first anniversary of the Closing Date or that the Term Loan is accelerated for any reason prior to the first anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the pro rata account of the Term Loan Lenders, a prepayment premium in an amount equal to two percent (2.00%) of the principal amount that is being prepaid or repaid. Such prepayment premium shall be due and payable on the date on which the Borrower gives notice of any prepayment as provided in Section 2.4.B(i) or the date on which the obligation to make any mandatory repayment arises.

(ii) In the event that the Borrower shall prepay or repay all or any portion of the Term Loan for any reason on or after the first anniversary and prior to the second anniversary of the Closing Date or that Term Loan is accelerated for any reason on or after the first anniversary and prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the pro rata account of the Term Loan Lenders, a prepayment premium in an amount equal to one percent (1.00%) of the principal amount that is being prepaid or repaid. Such prepayment premium shall be due and payable on the date on which the Borrower gives notice of any prepayment as provided in Section 2.4.B(i) or the date on which the obligation to make any mandatory repayment arises.

(iii) Any prepayments made pursuant to Section 2.5.B shall be applied to the principal amount outstanding under the Term Loan.

D. General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by the Borrower of principal, interest, fees, expenses and other Obligations hereunder and under the Term Loan Notes shall be made in Dollars in immediately available funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of the Term Loan Lenders; funds

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received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

(ii) Application of Payments to Principal and Interest. All payments in respect of the principal amount of the Term Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to the payment of principal.

(iii) Apportionment of Payments. Aggregate principal and interest payments in respect of the Term Loan shall be apportioned among the Term Loan Lenders pursuant to such Term Loan Lenders’ respective Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.4.D(iii), if, pursuant to the provisions of Section 2.5, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

(v) Notation of Payment. Each Term Loan Lender agrees that before disposing of any Term Loan Note held by it, or any part thereof (other than by granting participations therein), that Term Loan Lender may make a notation thereon of all Loans evidenced by that Term Loan Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of the Term Loan made under such Term Loan Note shall not limit or otherwise affect the obligations of the Borrower hereunder or under such Term Loan Note with respect to the Term Loan or any payments of principal or interest on such Term Loan Note.

Section 2.5. Special Provisions Governing Eurodollar Rate Loans.

Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to Eurodollar Rate Loans as to the matters covered:

A. Determination of Applicable Interest Rate. As soon as practicable after 10:00 A.M. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Term Loan Lender.

B. Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final, conclusive and

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binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that, by reason of circumstances affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Term Loan on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Term Loan Lender of such determination, whereupon (i) the Term Loan may not be converted to Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Term Loan Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation given by the Borrower with respect to the Term Loan in respect of which such determination was made shall be deemed to be made with respect to Base Rate Loans.

C. Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Term Loan Lender shall have determined (which determination shall be final, conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Term Loan Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order not in effect on the date such Person became a Term Loan Lender (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) would cause such Term Loan Lender material financial hardship as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the interbank Eurodollar market or the position of such Term Loan Lender in that market, then, and in any such event, such Term Loan Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, (a) the obligation of the Affected Lender to convert the Term Loan to Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender (which such Affected Lender shall do at the earliest practicable date), (b) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Notice of Conversion/Continuation, the Affected Lender shall convert the Term Loan to a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Except as provided in the immediately preceding sentence, nothing in this Section 2.5.C shall affect the obligation of any Term Loan Lender other than an Affected Lender to make or maintain the Term Loan as, or to convert the Term Loan to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

D. Compensation For Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Term Loan Lender, upon written request by that Term Loan Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses (not including lost profits), expenses and liabilities (including any interest paid by that Term Loan Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Term Loan Lender in connection

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with the liquidation or re-employment of such funds) which that Term Loan Lender may sustain: (i) if for any reason (other than a default by that Term Loan Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation, (ii) if any prepayment (including any prepayment pursuant to Section 2.4.B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Term Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

E. Booking of Eurodollar Rate Loans. Any Term Loan Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of that Term Loan Lender.

Section 2.6. Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs and Taxes. Subject to the provisions of Section 2.6.B (which shall be controlling with respect to the matters covered thereby), in the event that any Term Loan Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto) after the date hereof that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Term Loan Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law):

(i) subjects such Term Loan Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Term Loan Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Term Loan Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder;

(ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Term Loan Lender; or

(iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Term Loan Lender (or its applicable lending office) or its obligations hereunder or the interbank Eurodollar market;

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and the result of any of the foregoing is to increase the cost to such Term Loan Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Term Loan Lender (or its applicable lending office) with respect thereto, then, in any such case, the Borrower shall promptly pay to such Term Loan Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Term Loan Lender in its sole discretion shall determine) as may be necessary to compensate such Term Loan Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Term Loan Lender shall promptly deliver to the Borrower (with a copy to the Administrative Agent) a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Term Loan Lender under this Section 2.6.A, which statement shall be final, conclusive and binding upon all parties hereto absent manifest error.

B. Withholding of Taxes.

(i) Payments to Be Free and Clear. All sums payable by the Borrower under this Agreement and the other Loan Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Term Loan Lender or any franchise Tax imposed on any Term Loan Lender by the jurisdiction (or political subdivision thereof) under the laws of which such Term Loan Lender is organized or in which such Term Loan Lender is doing business; provided, however, that solely carrying out the transactions contemplated by this Agreement, standing alone, shall not be considered “doing business”) (all such Taxes being hereinafter collectively referred to as “Included Taxes”).

(ii) Grossing-up of Payments. If the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by the Borrower to the Administrative Agent or any Term Loan Lender under any of the Loan Documents:

(a) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it;

(b) the Borrower shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Term Loan Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Term Loan Lender;

(c) the sum payable by the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Term Loan Lender, as the case may

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be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and

(d) within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority;

provided that no such additional amount shall be required to be paid to any Term Loan Lender under clause (c) above with respect to (and only to the extent of) any deduction or withholding applicable as of the date hereof (in the case of each Term Loan Lender listed on the signature pages hereof) or the date of the Assignment Agreement pursuant to which such Term Loan Lender became a Term Loan Lender (in the case of each other Term Loan Lender), in respect of payments to such Term Loan Lender.

In addition, the Borrower agrees to pay any present or future stamp, mortgage recording or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made under this Agreement or any of the other Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of the other Loan Documents (hereinafter referred to as “Other Taxes”) and hold the Administrative Agent and each Term Loan Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Term Loan Lender) to pay such Other Taxes.

(iii) Evidence of Exemption from United States Withholding Tax.

(a) Each Term Loan Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this Section 2.6.B(iii) a “Non-US Lender”) shall deliver to the Administrative Agent for delivery to the Borrower, on or prior to the Closing Date (in the case of each Term Loan Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be reasonably requested by the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion) (1) two original copies of Internal Revenue Service Form W-8BEN (claiming benefits under an applicable treaty) or W-8ECI (or any successor forms), properly completed and duly executed by such Term Loan Lender, together with any other certificate or statement of exemption required under the Code or the regulations issued thereunder to establish that such Term Loan Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Term Loan Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (2) if such Term Loan Lender is not a “bank” or other Person described in Section 881(c)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (1) above, a Certificate Regarding Non-Bank Status together with two

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original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Term Loan Lender, together with any other certificate or statement of exemption or reduction required under the Code or the regulations issued thereunder to establish that such Term Loan Lender is exempt from or entitled to a reduction in the amount of the deduction or withholding of United States federal income tax with respect to any payments to such Term Loan Lender of interest payable under any of the Loan Documents.

(b) Each Term Loan Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to Section 2.6.B(iii) hereby agrees, from time to time after the initial delivery by such Term Loan Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Term Loan Lender shall promptly (1) to the extent that it may lawfully do so, deliver to the Administrative Agent for delivery to the Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, as the case may be, properly completed and duly executed by such Term Loan Lender, together with any other certificate or statement of exemption or reduction required in order to confirm or establish that such Term Loan Lender is exempt from or entitled to a reduction in the amount of the deduction or withholding of United States federal income tax with respect to payments to such Term Loan Lender under the Loan Documents or (2) notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.

(c) The Borrower shall not be required to pay any additional amount to any Non-US Lender under clause (c) of Section 2.6.B(ii) to the extent any deduction or withholding is a result of such Term Loan Lender’s failure to satisfy the requirements of clause (a) or (b)(1) of this Section 2.6.B(iii); provided that if such Term Loan Lender shall have satisfied the requirements of Section 2.6.(iii)(a) on the Closing Date (in the case of each Term Loan Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this Section 2.6.B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts otherwise payable pursuant to clause (c) of Section 2.6.B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Term Loan Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Term Loan Lender is not subject to withholding as described in Section 2.6.B(iii).

(d) The Borrower will indemnify the Administrative Agent and any Term Loan Lender for the full amount of Included Taxes or Other Taxes arising

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in connection with payments made under this Agreement or any other Loan Document (including any Included Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.6.B) paid by the Administrative Agent or any Term Loan Lender or any of their respective Affiliates and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto). Payment under this indemnification shall be made within fifteen days from the date the Administrative Agent or any Term Loan Lender or any of their respective Affiliates makes written demand therefor; provided, however, that the Borrower shall not be obligated to make payment to the Term Loan Lenders or the Administrative Agent (as the case may be) pursuant to this Section 2.6.B(iii) in respect of penalties, interest and other liabilities attributable to any Included Taxes or Other Taxes if written demand therefor has not been made by such Term Loan Lender or the Administrative Agent within 60 days from the date on which such Term Loan Lender or the Administrative Agent received written notice of the imposition of Included Taxes or Other Taxes by the relevant taxing or governmental authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Administrative Agent or such Term Loan Lender in making such written demand. After the Term Loan Lender or the Administrative Agent (as the case may be) has received written notice of the imposition of the Included Taxes or Other Taxes which are subject to this Section 2.6.B(iii), such Term Loan Lender and the Administrative Agent will act in good faith to promptly notify the Borrower of its obligations under this Agreement; provided, however, that the failure to so act shall not, standing alone, affect the rights of the Administrative Agent or the Term Loan Lenders under this Section 2.6.B(iii).

C. Capital Adequacy Adjustment. If any Term Loan Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Term Loan Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Term Loan Lender or any corporation controlling such Term Loan Lender as a consequence of, or with reference to, such Term Loan Lender’s portion of the Term Loan or participations therein or other obligations hereunder with respect to the Term Loan to a level below that which such Term Loan Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Term Loan Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrower from such Term Loan Lender of the statement referred to in the next sentence, the Borrower shall pay to such Term Loan Lender such additional amount or amounts as will compensate such Term Loan Lender or such controlling corporation on an after-tax basis for such reduction. Such Term Loan Lender shall promptly deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting

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forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Section 2.7. Obligation of the Term Loan Lenders to Mitigate.

Each Term Loan Lender agrees that, as promptly as practicable after the officer of such Term Loan Lender responsible for administering the Term Loan of such Term Loan Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Term Loan Lender to become an Affected Lender or that would entitle such Term Loan Lender to receive payments under Section 2.6, it will, to the extent not inconsistent with the internal policies of such Term Loan Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain the Commitments of such Term Loan Lender or the affected Loans of such Term Loan Lender through another lending office of such Term Loan Lender or (ii) take such other measures as such Term Loan Lender may deem reasonable, if as a result thereof the circumstances which would cause such Term Loan Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Term Loan Lender pursuant to Section 2.6 would be materially reduced and if, as determined by such Term Loan Lender in its sole discretion, the making, issuing, funding or maintaining of the Term Loan through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect the Term Loan or the interests of such Term Loan Lender; provided that such Term Loan Lender will not be obligated to utilize such other lending office pursuant to this Section 2.7 if such Term Loan Lender would incur incremental expenses as a result of utilizing such other lending office as described in clause (i) above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.7 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Term Loan Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive and binding absent manifest error.

ARTICLE III.

CONDITIONS PRECEDENT TO THE CLOSING DATE AND TO THE TERM LOAN ON THE CLOSING DATE

Section 3.1. Conditions Precedent to the Closing Date and the Term Loan.

The occurrence of the Closing Date and the obligation of the Term Loan Lenders to make the Term Loan on the Closing Date are subject, at the time of each such event (except as otherwise hereinafter indicated), to the satisfaction of each of the following conditions:

A. Loan Documents. The Administrative Agent shall have received, with a counterpart for each Term Loan Lender, each of the following documents, in form and substance acceptable to the Administrative Agent:

(i) this Agreement, duly executed and delivered by each of the parties hereto;

(ii) the Term Loan Notes, if any, duly executed and delivered by the Borrower;

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(iii) the Security Agreement, duly executed and delivered by the members of the Borrower Group (other than the Canadian Subsidiaries);

(iv) the Guaranty, duly executed and delivered by the members of the Borrower Group (other than the Borrower and the Canadian Subsidiaries); and

(v) the Pledge Agreement, duly executed and delivered by the members of the Borrower Group (other than the Canadian Subsidiaries); and

(vi) the Blocked Account Agreements, duly executed and delivered by the members of the Borrower Group and the applicable third-party financial institutions;

(vii) the Control Agreement, duly executed and delivered by the members of the Borrower Group and the applicable third-party financial institution;

(viii) the Intercreditor Agreement, duly executed and delivered by the First Lien Administrative Agent and acknowledged by members of the Borrower Group.

B. Financial Documents. The Administrative Agent and the Term Loan Lenders shall have received, reviewed, and be satisfied with:

(i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Parent and Borrower prepared in accordance with GAAP for the fiscal year ending on December 31, 2004 for the preceding fiscal year,

(ii) unaudited consolidated balance sheets and related statements of income and cash flows of each of Parent and Borrower prepared in accordance with GAAP for each month and fiscal quarter ending through June 2005 and 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”),

(iii) pro forma consolidated balance sheet and related statements of income and cash flows for Borrower (the “Pro Forma Financial Statements”), as well as pro forma levels of EBITDA and other operating data (the “Pro Forma Data”), for the twelve months ended July 2005 (to the extent necessary to reflect any changes to the structure of the Redemption and the Series C Preferred Share Payments from the structure contemplated and presented to the Administrative Agent on September 7, 2005) and each month covered by the Unaudited Financial Statements and for the latest twelve-month period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Redemption and the Series C Preferred Share Payments and other transactions contemplated hereby, and

(iv) forecasts of the financial performance of Borrower and its Subsidiaries for the next five (5) fiscal years of Borrower following the Closing Date.

The Pro Forma Financial Statements and Pro Forma Data, including the pro forma EBITDA, shall be prepared on a basis consistent with the Pro Forma Financial Statements delivered to

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Administrative Agent and Lead Arrangers prior to the date hereof and shall be consistent in all material respects with the projections provided previously to Administrative Agent and Lead Arrangers.

C. No Material Adverse Change. Since December 31, 2004, no event shall have occurred and no circumstance shall exist (and neither the Term Loan Lenders nor the Administrative Agent shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine (a) has, or is reasonably likely to have, a material adverse effect on the rights or remedies of the Term Loan Lenders or the Administrative Agent hereunder or under any other Loan Document, or on the ability of the Borrower or Guarantors to perform their obligations to the Term Loan Lenders and Administrative Agent hereunder or under any other Loan Document, or (b) has, or is reasonably likely to have, a Material Adverse Effect.

D. Material Contracts. The Administrative Agent shall have received a true and complete copy of each Material Contract (other than those that have been previously delivered to the Administrative Agent), duly certified as such and as being in full force and effect as of the Closing Date by a Responsible Officer of the Borrower.

E. Legal Opinions. The Administrative Agent shall have received, with a counterpart for each Term Loan Lender, the legal opinion of Holland & Knight, LLP, counsel to the members of the Borrower Group, in form and substance reasonably satisfactory to the Term Loan Lenders, dated as of the Closing Date.

F. Security Interests (Recordings and Filings). Each of the documents and instruments set forth in Schedule 4.15.A (i) shall have been delivered to the Administrative Agent for recording or filing or (ii) shall have been recorded or filed in the respective places or offices set forth in Schedule 4.15.A and, in each such case, any and all recording and filing fees with respect thereto shall have been paid, and each of the other actions set forth in Schedule 4.15.A shall have been taken.

G. Lien Searches. The Administrative Agent shall have received searches of UCC filings in the respective jurisdictions in which each member of the Borrower Group (other than the Canadian Subsidiary) is organized, the respective jurisdictions in which the chief executive offices of the Parent and the Borrower are located, and the respective jurisdictions in which any Collateral owned by any member of the Borrower Group (other than the Canadian Subsidiary) is located, and each other jurisdiction in which a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral owned by the members of the Borrower Group (other than the Canadian Subsidiary), copies of the financing statements on file in such jurisdictions and other evidence that the Administrative Agent may reasonably require to confirm that no Liens exist as of the Closing Date other than Permitted Liens.

H. No Violation of Law. The consummation of the transactions contemplated by the Loan Documents shall not violate any Legal Requirements.

I. Corporate Proceedings of the Loan Parties. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the

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Administrative Agent, of the Board of Directors, Manager or General Partner of each member of the Borrower Group that is executing any Loan Documents on the Closing Date authorizing, among other things, (i) the execution, delivery and performance of each Loan Document that it is executing, (ii) with respect to the Borrower, the Term Loan contemplated hereunder and (iii) the granting by it of the Liens created pursuant to the Collateral Documents to which it is a party, certified by the Secretary or Assistant Secretary of such member of the Borrower Group as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified (x) are accurate and complete and (y) are in full force and effect as of the Closing Date.

J. Incumbency Certificate of the Loan Parties. The Administrative Agent shall have received a certificate of each Loan Party that is executing any Loan Documents on the Closing Date, dated as of the Closing Date, as to the incumbency and signature of the officers of such Loan Party executing any Loan Document, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Chairman, the Chief Executive Officer, the Manager or the President and the Secretary or any Assistant Secretary of such Loan Party.

K. Corporate Documents. The Administrative Agent shall have received accurate and complete copies of the certificate or articles of incorporation, certificate of formation, by-laws and limited liability company agreements (or such other organizational and governing documents as may be in existence) of each member of the Borrower Group, certified as of the Closing Date as accurate and complete copies thereof by a Responsible Officer of each such member of the Borrower Group.

L. Good Standing Certificates. The Administrative Agent shall have received certificates of good standing, existence, foreign qualification or its equivalent with respect to the each member of the Borrower Group, each certified as of a date not more than twenty-one (21) days prior to the Closing Date by the appropriate Government Instrumentality of (i) the jurisdiction of organization and the principal place of business of such Person, and (ii) each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect.

M. Insurance. The Administrative Agent shall have received copies of insurance policies or certificates of insurance of each member of the Borrower Group (other than the Canadian Subsidiaries) evidencing insurance meeting the requirements set forth in Section 5.6 including naming the Administrative Agent as additional insured (in the case of liability insurance) or sole loss payee (in the case of hazard insurance) on behalf of the Term Loan Lenders.

N. Governmental and Third-Party Consents. The Administrative Agent shall have received evidence satisfactory to the Required Lenders that each consent, authorization, clearance, notice and filing required to be made or obtained by or on behalf of any Loan Party in connection with the consummation of the transactions contemplated hereby have been made or obtained.

O. Representations and Warranties. All representations and warranties made by the Borrower and each other Loan Party in any Loan Document shall be true and correct in all

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material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

P. No Potential Event of Default or Event of Default. No Potential Event of Default or Event of Default shall have occurred and be continuing as of the Closing Date.

Q. Closing Date Certificate. The Administrative Agent shall have received the Closing Date Certificate in the form of Exhibit C hereto, dated as of the Closing Date and duly executed by a Responsible Officer of the Borrower, stating that (i) all representations and warranties made by the Borrower in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (ii) to the best of such Responsible Officer’s knowledge, all representations and warranties made by each other Loan Party in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (iii) no Potential Event of Default or Event of Default shall have occurred and be continuing as of the Closing Date, and (iv) the Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis to include the Redemption, is less than 4.00 to 1.00.

R. Solvency Certificate. The Administrative Agent shall have received the Solvency Certificate in the form of Exhibit I hereto, dated as of the Closing Date and duly executed by the Chief Financial Officer or Treasurer of each of the Material Subsidiaries and the Parent, or of such entity’s direct or indirect manager, as the case may be, regarding the financial condition, solvency and related matters of each of the Material Subsidiaries and the Parent.

S. Loan Request. The Administrative Agent shall have received a properly completed Loan Request in accordance with Section 2.1.B executed by a Responsible Officer of the Borrower.

T. Loan Certificate. The Administrative Agent shall have received a properly completed Loan Certificate executed by a Responsible Officer of the Borrower in accordance with Section 2.1.B dated as of the Closing Date.

U. Fees and Expenses. The Borrower shall have paid (or shall concurrently pay) to each of the Term Loan Lenders and the Agents any and all other fees, expenses and costs relating to this Agreement, the Fee Letters, the other Loan Documents and the transactions contemplated hereby and thereby which are due and payable on the Closing Date.

V. Assumptions Regarding Sources and Uses. The assumptions relating to the proposed sources and uses of funds set forth in Schedule 1 to the term sheet dated September 6, 2005 (including indebtedness or preferred equity of the Borrower Group after giving effect to the Redemption and the Series C Preferred Share Payments ) shall be acceptable to the Agents and the Term Loan Lenders in their sole discretion.

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W. Redemption and Series C Preferred Share Payments Documents. The Administrative Agent, the Lead Arrangers and the Term Loan Lenders shall have reviewed, and be satisfied with, the final terms and conditions and shall have received copies, certified to be true and complete, of each of the documents relating to the Redemption and the Series C Preferred Share Payments, together with all schedules, exhibits and ancillary and other support documentation relating thereto, in each case in form and substance satisfactory to the Administrative Agent, Lead Arrangers and the Term Loan Lenders.

X. Closing of the First Lien Credit Agreement and First Lien Collateral Documents. Concurrently with the occurrence of the Closing Date hereunder, the First Lien Credit Agreement and the other First Lien Collateral Documents (each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) shall be effective and the First Lien Administrative Agent and the First Lien Lenders thereunder shall have fully funded the First Lien Facilities pursuant to the terms thereof.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

In order to induce the Term Loan Lenders to enter into this Agreement and to make the Term Loan, the Borrower represents and warrants to the Administrative Agent and each Term Loan Lender that:

Section 4.1. Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.

A. Organization and Powers. Each Loan Party is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the Material Contracts to which it is a party and to carry out the transactions contemplated thereby.

B. Qualification and Good Standing. Each Loan Party is qualified to do business and is in good standing in its jurisdiction of formation or organization and every other jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

C. Ownership. All of the direct and indirect Subsidiaries of the Parent are identified in Schedule 4.1.C hereto, as such Schedule 4.1.C may be amended, supplemented or otherwise modified from time to time in connection with the creation or acquisition by any Loan Party of a new Subsidiary. The Equity Interests of each of the Subsidiaries of the Parent are identified in Schedule 4.1.C hereto (as so amended, supplemented or otherwise modified) and such Equity Interests are duly authorized, validly issued and fully paid and nonassessable and none of such Equity Interests constitutes Margin Stock. Schedule 4.1.C hereto (as so amended, supplemented or otherwise modified ) completely and correctly sets forth the ownership of each direct and indirect Subsidiary of the Parent. Schedule 4.1.C (as so amended, supplemented or otherwise

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modified ) correctly identifies whether each such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary (it being understood that no Subsidiary of the Borrower or any of its direct or indirect Subsidiaries may become an Unrestricted Subsidiary after the Closing Date). As of the Closing Date, none of the Unrestricted Subsidiaries conducts any business or has any assets or Indebtedness except as listed on Schedule 4.1.C. Schedule 4.1.C (as so amended, supplemented or otherwise modified ) correctly sets forth a list of each Subsidiary that was once a Loan Party and is now a defunct entity no longer in legal existence (the “Defunct Subsidiaries”).

D. Rights to Acquire Equity Interests. There are no options, warrants, convertible securities or other rights to acquire any Equity Interests in any Loan Party except as set forth as Schedule 4.1.D, as such Schedule 4.1.D may be supplemented from time to time in connection with the creation or acquisition by any Loan Party of a new Subsidiary.

E. Conduct of Business. No member of the Borrower Group is engaged in any material respect in any business which is not a Permitted Business.

Section 4.2. Authorization of Borrowing, etc.

A. Authorization of Borrowing. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action on the part of each Loan Party that is a party thereto.

B. No Conflict. The execution, delivery and performance by each Loan Party of the Loan Documents and Material Contracts to which it is a party and the consummation of the transactions contemplated by the Loan Documents and the Material Contracts do not and will not:

(i) violate any provision of (a) any Legal Requirement applicable to such Loan Party which violation could reasonably be expected to have a Material Adverse Effect, (b) the certificate or articles of incorporation, certification of formation, by-laws or limited liability company agreements (or any other organizational or governing document) of such Loan Party or (c) any order, judgment or decree of any court or agency or Governmental Instrumentality binding on such Loan Party,

(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Loan Party which violation could reasonably be expected to have a Material Adverse Effect,

(iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other than any Liens created under any of the Loan Documents in favor of the Administrative Agent for the benefit of the Term Loan Lenders), or

(iv) require any approval of stockholders or members of any Loan Party, or any approval or consent of any Person under any Contractual Obligation of such Loan Party except for such approvals or consents which will be obtained on or before the

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Closing Date and which are disclosed in writing to the Administrative Agent pursuant to Section 3.1.N.

C. Governmental Consents. Except for those consents and approvals listed in Schedule 4.2 (which have been received and are in full force and effect), the execution, delivery and performance by each Loan Party of the Loan Documents to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Instrumentality.

D. Binding Obligation. This Credit Agreement, and each of the other Loan Documents and Material Contracts has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable, and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, whether brought in a proceeding in equity or at law.

Section 4.3. Solvency.

Both before and after giving effect to the transactions contemplated by this Agreement, each of the Material Subsidiaries and the Parent is and will be Solvent.

Section 4.4. Financial Condition.

In the case of each financial statement and accompanying information delivered by the Borrower hereunder, each such financial statement and information shall have been prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Except for obligations under the Material Contracts and the Loan Documents and as set forth on Schedule 4.4, the Borrower Group does not have any contingent obligations, unmatured liabilities, contingent liability or liability for taxes, long-term lease or forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition or prospects of the members of the Borrower Group taken as a whole.

Section 4.5. No Material Adverse Effect.

Since December 31, 2004 no development, event or change in respect of the Borrower Group has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

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Section 4.6. Title to Properties; Liens; Real Property; Accounts.

A. Title to Properties; Liens. Each member of the Borrower Group has (i) good marketable and insurable fee simple title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective material properties and assets reflected in the financial statements referred to in Section 4.4 or in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets Disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.7. Except as permitted by this Agreement, all such properties and assets are held free and clear of Liens.

B. Real Property. As of the Closing Date, Schedule 4.6 contains an accurate and complete list of (i) all material properties owned by the members of the Borrower Group and (ii) all material leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting real estate of properties owned or leased by the members of the Borrower Group regardless of whether the relevant member of the Borrower Group is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.

C. Accounts. As of the Closing Date, Schedule 4.6 contains an accurate and complete list of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each member of the Borrower Group, together with a description thereof (i.e., the bank or broker dealer at which such deposit or other account is maintained and the account number and the purpose thereof).

Section 4.7. Litigation; Adverse Facts.

Except as set forth in Schedule 4.7, there are no actions, suits, proceedings, arbitrations or governmental investigations at law or in equity, or before or by any arbitrator or Governmental Instrumentality, domestic or foreign (including any Environmental Claims) that are, to the knowledge of the Borrower, pending or threatened against or affecting any Loan Party or any property of any Loan Party, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. No Loan Party (i) is in violation of any applicable Legal Requirement (including Environmental Laws) or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect.

Section 4.8. Payment of Taxes.

All tax returns and reports of each Loan Party required to be filed by any such Person have been timely filed, and all taxes required to be paid with respect to such tax returns to be due and payable and all material assessments, fees and other governmental charges upon each Loan Party and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable other than any of the foregoing (i) that is being actively contested by such Person in good faith and by appropriate proceedings or (ii) which could not reasonably be expected to have a Material Adverse Effect. There is no

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proposed tax assessment against any Loan Party which could reasonably be expected to have a Material Adverse Effect that is not being actively contested by such Person in good faith and by appropriate proceedings and for which reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall not have been made or provided therefor.

Section 4.9. Performance of Agreements; Material Contracts.

A. Except as set forth on Schedule 4.9, no Loan Party is in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any of its Material Contracts and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default, or that would permit the counterparty to any Material Contract to terminate the Material Contract to which it is a party. Except as set forth on Schedule 4.9, no Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its contracts and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default, which, taken as a whole, would have a Material Adverse Effect.

B. Schedule 4.9 contains an accurate and complete list of all the Material Contracts in effect on the Closing Date. Except as described on Schedule 4.9, such Material Contracts are in full force and effect and no defaults currently exist thereunder.

Section 4.10. Governmental Regulation.

No Loan Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act, nor is an “investment company” as defined in the Investment Company Act of 1940, or subject to regulation under the Investment Company Act of 1940, or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Section 4.11. Securities Activities.

The Borrower is not engaged nor will it engage in the business of extending credit for the purpose of “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations T, U and X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No portion of the proceeds of the Term Loan made under this Agreement will be used for “buying” or “carrying” any “margin stock” as so defined or for any purpose which violates the provisions of the Regulations of such Board of Governors.

Section 4.12. Labor Matters.

Except as disclosed and described in Schedule 4.12, there are no collective bargaining agreements or Multiemployer Plans covering the employees of a Loan Party as of the Closing Date. No Loan Party is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is no strike, labor dispute, union organizing activity, slowdown or stoppage pending or, to the best knowledge of the Borrower, threatened against any

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Loan Party which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 4.13. Certain Fees.

Except as set forth as Schedule 4.13, no broker’s or finder’s fee or commission will be payable with respect to this Agreement or any of the transactions contemplated hereby (other than fees payable to the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Term Loan Lenders), and the Borrower hereby indemnifies the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Term Loan Lenders against, and agrees that it will hold each of the Lead Arrangers, the Administrative Agent, the Issuing Bank and the Term Loan Lenders harmless from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

Section 4.14. Environmental Protection.

Except as set forth in Schedule 4.14 hereto:

(i) no Loan Party nor any site or operation of any Loan Party is subject to any outstanding written order or consent decree with any Government Instrumentality or outstanding settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim or (c) any Hazardous Materials Activity;

(ii) no Loan Party has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law;

(iii) there are and, to the Borrower’s knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities on any site, location or operation, which could reasonably be expected to form the basis of a material Environmental Claim against any Loan Party; and

(iv) no Loan Party nor, to the Borrower’s knowledge, any predecessor of any Loan Party has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any site or operation of any Loan Party, and no Loan Party’s operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent.

Notwithstanding anything in this Section 4.14 to the contrary, no facts or circumstances exist and no event or condition is occurring or, to the Borrower’s knowledge has occurred, with respect to any Loan Party relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any matter disclosed on Schedule 4.14 hereto or any Loan Party’s compliance with all current or reasonably foreseeable future requirements of Environmental Law, that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

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Section 4.15. Matters Relating to Collateral.

A. Creation, Perfection and Priority of Liens.

(i) As of the date that each of the Collateral Documents has been executed and delivered on or before the Closing Date, the execution and delivery of such Collateral Document by the Loan Parties, together with the actions taken on or prior to the date hereof set forth in Schedule 4.15.A, are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, as security for the Obligations, a valid and perfected First Priority Lien on all of the Collateral described therein (other than (x) real property on which no mortgage has been granted, (y) deposit accounts that are not required to be Blocked Accounts pursuant to Section 5.11.A(ii) and, (z) to the extent that no Liens have been nor will be granted by the Canadian Subsidiaries on assets owned by the Canadian Subsidiaries, such assets owned by the Canadian Subsidiaries).

(ii) After the Closing Date (or such later date, as applicable), the execution and delivery of the Collateral Documents by the Loan Parties, together with the actions taken on or prior to such date set forth in Schedule 4.15.A or Section 5.11, are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, as security for the Obligations, a valid and perfected First Priority Lien on all of the Collateral described therein (other than (x) real property on which no mortgage has been granted, (y) deposit accounts that are not required to be Blocked Accounts pursuant to Section 5.11.A(ii) and, (z) to the extent that no Liens have been nor will be granted by the Canadian Subsidiaries on assets owned by the Canadian Subsidiaries, such assets owned by the Canadian Subsidiaries).

(iii) All filings and other actions necessary to perfect and maintain the perfection and priority status of the Liens purported to be afforded by the Collateral Documents (other than Liens on real property on which no mortgage has been granted and as described more fully in Schedule 4.9) have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to the Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Administrative Agent.

B. Governmental Actions. No authorization, approval or other action by, and no notice to or filing with, any Governmental Instrumentality is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings set forth in Schedule 4.15.A.

C. Absence of Third-Party Filings. Except such as may have been (i) filed in favor of the Administrative Agent as contemplated by Section 4.15.A or (ii) filed to perfect a Lien permitted under Section 6.2, no effective UCC financing statement, fixture filing or other

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instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office.

D. Filing Location. As of the Closing Date, the “chief executive office,” “major executive office,” “principal place of business” and jurisdiction of formation of each member of the Borrower Group are set forth in Schedule 4.15.D.

E. Information Regarding Collateral. All information supplied to the Administrative Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Section 4.16. Immunity.

No Loan Party is entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in any proceeding in any jurisdiction in connection with any of the Loan Documents to which it is a party.

Section 4.17. Additional Matters.

A. Disclosure. The written factual information furnished by (or based on written information furnished by) the members of the Borrower Group to the Term Loan Lenders in connection with the negotiation of this Agreement (excluding any financial projections and other estimates or views of future circumstances), taken as a whole, does not contain, as of the Closing Date, any untrue statements of material fact and does not omit to state, as of the Closing Date, any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading (unless superseded or corrected and disclosed in writing to the Administrative Agent prior to the Closing Date). Any additional information provided to the Term Loan Lenders by the members of the Borrower Group will be true and correct in all material respects. The Projections delivered to the Administrative Agent were prepared in good faith and were based on assumptions which were reasonable at the time prepared. The updated Projections, when delivered in accordance with Section 5.3, shall have been, as of the date delivered to the Administrative Agent in accordance with the terms hereof, prepared by the Borrower in good faith and shall have been based on assumptions which were reasonable at the time prepared.

B. Licenses and Permits. Each Loan Party has obtained and holds in full force and effect, free from burdensome restrictions, all Governmental Actions, franchises, leases, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of its business as presently conducted, except where the failure to obtain such rights and approvals, individually and in the aggregate, could not be reasonably expected to have a Material Adverse Effect. No Loan Party is in violation of the terms or conditions of any such Governmental Action, franchise, lease, qualification, easement, right of way, right or approval, which violation could reasonably be expected to have a Material Adverse Effect.

C. Intellectual Property. Each Loan Party has obtained and holds in full force and effect the Intellectual Property, free from burdensome restrictions, which is necessary for the operation of its business as presently conducted except for that Intellectual Property which the

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failure to own or license could not reasonably be expected to have a Material Adverse Effect. No product, process, method, substance, part or other material presently sold or employed by any Loan Party in connection with such business infringes any Intellectual Property owned by any other Person, except as could not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the material Intellectual Property owned or used by any Loan Party as of the Closing Date is set forth in Schedule 4.17. Upon the recordation or filing of the applicable Loan Documents, all material Intellectual Property owned, licensed or used by any Loan Party, other than Intellectual Property that is in the public domain and Intellectual Property with respect to which a Loan Party has a license the enforceable terms of which would prohibit the granting of a Lien by such Loan Party, is or will be subject to a First Priority Lien in favor of the Administrative Agent, for the benefit of the Secured Parties.

Section 4.18. Pro Forma Leverage Ratio on Closing Date.

The Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis based on the financial statements most recently delivered to the Administrative Agent to include the applicable financial information with respect to the Redemption and the Series C Preferred Share Payments, is less than 4.00 to 1.00.

ARTICLE V.

BORROWER’S AFFIRMATIVE COVENANTS

Until such time as all Obligations hereunder shall have been irrevocably been paid in full, the Borrower hereby covenants and agrees that the Borrower shall perform, and shall cause each member of the Borrower Group (including without limitation, pursuant to the definition of Borrower Group, the Canadian Subsidiaries) to perform, all covenants set forth in this Article V.

Section 5.1. Financial Statements and Other Reports.

The Borrower shall, and shall cause each member of the Borrower Group to, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Borrower shall deliver to the Administrative Agent, with a copy for each Term Loan Lender, the following:

(i) Monthly Financials: as soon as available and in any event within 25 days after the end of each month, the monthly financial statements of the Borrower Group, for the prior month prepared by the Borrower for its internal purposes.

(ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of the Borrower Group, as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of the applicable entities for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures from the Projections for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer or treasurer of the applicable entities, on behalf of the Borrower Group, that they fairly present, in all material respects, the financial condition of the applicable entities as at the dates indicated and the results of

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their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

(iii) Year-End Financials: as soon as available and in any event 90 days after the end of each such Fiscal Year,

(a) the consolidated balance sheets of the Borrower Group, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ or members’ equity and cash flows of the applicable entities for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Projections for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or treasurer of the Parent on behalf of the Borrower Group, that they fairly present, in all material respects, the financial condition of the entities included in such financial statements as at the dates indicated and the results of their operations and their cash flows for the periods indicated; and

(b) in the case of consolidated financial statements of the Borrower Group (and, if audited statements of any other group of entities that are included in the Borrower Group, those statements as well) specified in paragraph (a) above, a report thereon of PriceWaterhouse Coopers LLP or of any other of the so-called “Big 4” independent certified public accounting firms, which report shall be unqualified as to scope of audit, shall express no doubts about the ability of the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the entities included in such financial statements, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(iv) Officers’ and Compliance Certificates: together with each delivery of financial statements pursuant to paragraphs (ii) and (iii) above:

(a) an Officer’s Certificate executed by the chief financial officer or treasurer of the applicable entities stating, on behalf of the Borrower Group, that after due inquiry, to such officer’s knowledge, there was not in existence during or at the end of such accounting period, and there is not in existence as at the date of such Officer’s Certificate, any condition or event that constitutes an Event of Default or a Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and

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(b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Article V and Article VI;

(v) Reconciliation Statements: if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in Section 4.4, any of the financial statements delivered pursuant to paragraph (ii) or (iii) of this Section 5.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such paragraphs had no such change in accounting principles and policies been made, then:

(a) together with the first delivery of financial statements pursuant to paragraph (ii) or (iii) of this Section 5.1 following such change, financial statements of the applicable group of entities for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and

(b) together with each delivery of financial statements pursuant to paragraph (ii) or (iii) of this Section 5.1 following such change, a written statement of the chief financial officer or treasurer of the Parent setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in Section 6.6) which would have resulted if such financial statements had been prepared without giving effect to such change;

(vi) Accountants’ Certification: together with each delivery of consolidated financial statements pursuant to paragraph (iii) above, a written statement by the independent certified public accountants giving the report thereon:

(a) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters,

(b) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and

(c) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to clause (b) of paragraph (v) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of paragraph (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

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(vii) Accountants’ Reports: promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all reports or “management letters” submitted to any member of the Borrower Group by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower Group made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit;

(viii) SEC Filings, Press Releases and Other Financial Reports: promptly upon its becoming available, if ever, copies of:

(a) all financial statements, reports, notices and proxy statements sent or made available generally by any Loan Party to their security holders,

(b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by any Loan Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority and

(c) all press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the members of the Borrower Group;

(ix) Events of Default, Etc.: promptly upon any Responsible Officer of the Borrower obtaining knowledge:

(a) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Term Loan Lender has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default,

(b) of (x) the receipt by a member of the Borrower Group of written notice that a default has occurred under any Colocation Lease or any other Material Contract, or (y) the existence of a default under one or more Colocation Leases and/or other Material Contracts which, taken individually or together, could have a Material Adverse Effect, in each case, within five Business Days of the event or circumstance referred to in clause (x) or (y), as applicable,

(c) that any Person has given any notice to any member of the Borrower Group or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.11,

(d) any change in the certifying accountant of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange

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Commission) or of any director of the Borrower resigning or declining to stand for re-election because of a disagreement with a member of the Borrower Group on any matter relating to the operations, policies or practices of any member of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission), or

(e) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;

(x) Litigation or Other Proceedings: promptly upon any Responsible Officer of the Borrower obtaining knowledge of (1) the institution of, or written threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any member of the Borrower Group, or any property of a member of the Borrower Group (collectively, “Proceedings”) not previously disclosed in writing by the Borrower to the Term Loan Lenders or (2) any development in any Proceeding that, in any case:

(a) if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(b) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or

(c) if adversely determined, could materially adversely impact the ability of the Borrower Group to achieve the most recent Projections delivered to the Administrative Agent,

written notice thereof together with such other information as may be reasonably requested by the Administrative Agent to enable the Term Loan Lenders and their counsel to evaluate such matters;

(xi) ERISA Events: promptly upon becoming aware of the occurrence of or forthcoming occurrence of any event in connection with an Employee Benefit Plan or Multiemployer Plan which has had or could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature of such event, what action the Borrower or any of its respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;

(xii) Insurance: as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance reasonably satisfactory to the Administrative

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Agent outlining all insurance coverage maintained as of the date of such report by the Borrower Group and all insurance coverage planned to be maintained by the Borrower Group in the immediately succeeding Fiscal Year;

(xiii) New Subsidiaries: promptly upon any Person becoming a Subsidiary of the Parent, a written notice setting forth with respect to such Person:

(a) the date on which such Person became a Subsidiary of the Parent, and

(b) all of the data required to be set forth in Schedule 4.1.C hereto with respect to all Subsidiaries of the Parent (it being understood that such written notice shall be deemed to supplement Schedule 4.1.C hereto for all purposes of this Agreement); and

(xiv) Other Information: with reasonable promptness, such other information and data regarding the business, properties or financial condition of, or compliance with the terms and conditions of the Loan Documents by, any member of the Borrower Group, including, without limitation any financial statement or other report in respect of the Canadian Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent or any Term Loan Lender.

Section 5.2. Performance of Obligations; Conduct of Business.

The Borrower shall, and shall cause each member of the Borrower Group to, perform in all material respects all of its obligations under the terms of all Material Contracts to which it is a party or by which it is bound, provided, that any such Loan Party shall not be obligated to perform any such obligation if such obligation or the nature of such performance is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, or if such obligation arises in connection with a lease that is being terminated or cancelled prior to its stated expiration date if the Borrower is in compliance with Section 6.19 hereof. The Borrower shall, and shall cause each member of the Borrower Group to, operate and maintain its business in an efficient and business-like manner in accordance with good industry practice.

Section 5.3. Projections.

Within 30 days after the end of each Fiscal Year, the Borrower shall deliver a copy of updated Projections covering the period ending on the Term Loan Maturity Date to the Administrative Agent. In addition, the Borrower shall promptly notify the Administrative Agent of any material change to the then current Projections.

Section 5.4. Existence.

The Borrower shall, and shall cause each member of the Borrower Group to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and take all reasonable action to maintain all rights, licenses, privileges and franchises necessary in the normal conduct of its business; provided that the foregoing shall not prohibit (a) any merger, consolidation, liquidation or dissolution permitted under Section 6.7, (b) any merger

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of members of the Borrower Group (other than a merger of a Person organized in the United States with a Person organized outside of the United States) as to which at least ten (10) days prior written notice is given to the Administrative Agent, (c) any dissolution of any member of the Borrower Group in connection with the closure of (i) any facility related to such member that is identified in Schedule 1.1.A as closing and (ii) any facility related to such member the lease for which is the subject of any litigation referred to on Schedule 4.7, or (d) the dissolution of a Subsidiary of the Borrower which has no assets or liabilities, is not a party to any contract, and conducts no business.

Section 5.5. Payment of Obligations.

The Borrower shall, and shall cause each member of the Borrower Group to, pay at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, including all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or if it is owed under a lease that is being terminated or cancelled prior to its stated expiration date if the Borrower is in compliance with Section 6.19 hereof.

Section 5.6. Maintenance of Properties; Insurance.

A. Maintenance of Properties. The Borrower shall, and shall cause each member of the Borrower Group to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties of the members of the Borrower Group and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof except to the extent that such member of the Borrower Group, determines in good faith not to maintain, repair, renew or replace such property if such property is no longer desirable in respect of the business of such member of the Borrower Group and the failure to do so is not disadvantageous in any material respect to the members of the Borrower Group, taken as a whole.

B. Insurance. The Borrower shall, and shall cause each member of the Borrower Group to, at all times maintain, with financially sound and reputable insurers, in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice or as otherwise required by the Collateral Documents. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to each such insurance providing coverage in respect of any Collateral, and, each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give

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the Administrative Agent 30 days prior written notice before any such policy or policies shall be materially altered or canceled, and that no act or default of any Loan Party or any other Person shall affect the rights of the Administrative Agent or the Term Loan Lenders under such policy or policies. The present insurance coverage of the Loan Parties is outlined as to carrier, policy number, expiration date, type and amount on Schedule 5.6.

Section 5.7. Inspection; Lender Meeting.

A. Inspection Rights. The Borrower shall, and shall cause each member of the Borrower Group to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Upon reasonable notice, during normal business hours and at the sole expense of the Term Loan Lenders (or, if a Potential Event of Default or an Event of Default exists, at any time (during normal business hours) and at the sole expense of the Borrower), the Borrower shall, and shall cause each member of the Borrower Group to, permit representatives appointed by the Administrative Agent, including independent accountants, agents, representatives of Lenders, attorneys, and appraisers, to visit and inspect its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Administrative Agent or Lenders and to discuss all such matters with the officers, employees and representatives of such members of the Borrower Group, provided that the foregoing rights shall be subject to the confidentiality provisions set forth in Section 9.23.

B. Lenders Meeting. The Borrower shall, upon the request of the Administrative Agent or the Required Lenders from time to time, participate in meetings of the Administrative Agent and the Term Loan Lenders to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such times as may be reasonably agreed to by the Borrower and the Administrative Agent.

Section 5.8. Compliance with Laws; Governmental Actions and Rights of Way.

A. Legal Requirements. The Borrower shall, and shall cause each member of the Borrower Group to, comply in all material respects with all applicable Legal Requirements (including all Environmental Laws, United States export laws and regulations, and the Foreign Corrupt Practices Act of the United States, if applicable) except, in each case, where the failure to comply with such Legal Requirement would not have a Material Adverse Effect.

B. Governmental Actions; Rights of Way. The Borrower shall, and shall cause each member of the Borrower Group to, from time to time (i) file for and obtain all Governmental Actions and private party rights of way, franchises, licenses, consents and approvals as shall now or hereafter be necessary in the conduct of the business of the Borrower Group or the execution, validity, legality or enforceability of the Loan Documents, and (ii) maintain, retain, observe, keep in full force and effect and comply in all material respects with the terms, conditions and provisions of all Governmental Actions as shall now or hereafter be

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necessary under applicable laws except, in each case, where the failure to comply with the foregoing would not have a Material Adverse Effect.

Section 5.9. Environmental Matters.

A. Environmental Review and Investigation. The Borrower agrees that the Administrative Agent may, following the occurrence of any event or the discovery of any condition that the Administrative Agent or the Required Lenders reasonably believes has caused (or could reasonably be expected to cause) the representations and warranties set forth in Section 4.14 to be untrue in any respect that may result in a Material Adverse Effect:

(i) review, any environmental audits, investigations, analyses and reports (“Environmental Reports”) relating to Hazardous Materials in respect of any site or operation prepared by or for the Borrower by an independent professional consultant retained at the Borrower’s expense, and

(ii) if reasonably determined to be necessary following review of any Environmental Reports provided by the Borrower, conduct its own investigation of any site or operation and as to the compliance by any member of the Borrower Group with the representations and warranties set forth in Section 4.14.

For purposes of conducting such a review and/or investigation, the Borrower hereby grants to the Administrative Agent and its agents, employees, consultants and contractors the right (subject to the approval of any other Person from whom the Borrower Group is legally obligated to obtain permission or consent prior to granting access at such sites or operations) to enter into or onto any portion of any site or operation then owned, leased, operated or used by any member of the Borrower Group and to perform such tests on such property (including taking samples of soil, groundwater and suspected asbestos-containing materials) as are reasonably necessary in connection therewith. Any such investigation of any portion of any site or operation shall be conducted, unless otherwise agreed to by the Borrower and the Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at such portion of any site or operation and all reasonable efforts shall be used not to cause any damage or loss to any property at such portion of the applicable site or operation. The Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this Section 5.9 will be obtained and shall be used by the Administrative Agent and the Term Loan Lenders for the purposes of the Term Loan Lenders’ internal credit decisions, to monitor the Loans and to protect the Term Loan Lenders’ security interests created by the Collateral Documents. The Administrative Agent agrees to deliver a copy of any such report to the Borrower with the understanding that the Borrower acknowledges and agrees that (x) the Borrower will indemnify and hold harmless the Administrative Agent and each Term Loan Lender from any costs, losses or liabilities relating to the Borrower’s use of or reliance on such report, (y) neither the Administrative Agent nor any Term Loan Lender makes any representation or warranty with respect to such report, and (z) by delivering such report to the Borrower, neither the Administrative Agent nor any Term Loan Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.

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B. Environmental Disclosure. The Borrower shall deliver to the Administrative Agent and the Term Loan Lenders:

(i) Environmental Audits and Reports. As soon as practicable following receipt thereof, final copies (or the latest draft thereof if no final version is being prepared) of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of any member of the Borrower Group or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any portion of any site or operation or with respect to any Environmental Claims;

(ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon the discovery thereof by any member of the Borrower Group, written notice describing in reasonable detail (a) any Release relating to or affecting the sites or operations of any member of the Borrower Group required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (b) any remedial action taken by the Borrower or any other Person in response to (1) any Hazardous Materials Activities relating to or affecting the sites or operations of any member of the Borrower Group the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims relating to or affecting the sites or operations of any member of the Borrower Group that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect;

(iii) Written Communications Regarding Environmental Claims, Releases, Etc. As soon as practicable following the sending or receipt thereof by any member of the Borrower Group, a copy of any and all written communications with respect to (a) any Environmental Claims relating to or affecting the sites or operations of any member of the Borrower Group that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (b) any Release relating to or affecting the sites or operations of any member of the Borrower Group required to be reported to any federal, state or local governmental or regulatory agency, and (c) any request for information from any governmental agency that suggests such agency is investigating whether any member of the Borrower Group may be potentially responsible for any Hazardous Materials Activity;

(iv) Notice of Certain Proposed Actions Having Environmental Impact. Prompt written notice describing in reasonable detail (a) any proposed acquisition of Securities, assets, or property by any member of the Borrower Group that could reasonably be expected to (1) expose any member of the Borrower Group to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (2) affect the ability of any member of the Borrower Group to maintain in full force and effect all material Governmental Actions required under any Environmental Laws for their respective operations and (b) any proposed action to be taken by any member of the Borrower Group to modify current operations in a manner that could reasonably be expected to subject any member of the Borrower Group to any material additional obligations or requirements under any

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Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Written notice received 30 days prior to any such event shall be presumed to be prompt for purposes of this Section 5.9.B, provided, however, that such presumption shall not constitute a waiver of Borrower’s obligation to give notice at an earlier date where necessary to afford the Administrative Agent and the Term Loan Lenders a reasonable opportunity to evaluate the proposed action and to take adequate measures to protect the Term Loan Lenders’ security interests created by the Collateral Documents; and

(v) Other Information. With reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9.

C. The Borrower’s Actions Regarding Hazardous Materials Activities, Environmental Claims and Violations of Environmental Laws.

(i) Remedial Actions Relating to Hazardous Materials Activities. The Borrower shall, and shall cause each member of the Borrower Group to, promptly undertake, any and all investigations, studies, sampling, testing, abatement, clean-up, removal, remediation or other response actions necessary to remove, remediate, clean up or abate any Hazardous Materials Activity on, under or about any portion of any site or property of any member of the Borrower Group that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim except when, and only to the extent that, the liability of such member of the Borrower Group with respect to such Hazardous Materials Activity, violation of Environmental Law or Environmental Claim is being contested in good faith by such member of the Borrower Group. In the event and to the extent that any member of the Borrower Group undertakes any such action with respect to any Hazardous Materials, such member of the Borrower Group shall conduct and complete such action in compliance with all applicable Environmental Laws and in accordance with the orders and legally enforceable directives of all federal, state and local governmental authorities.

(ii) Actions with Respect to Environmental Claims and Violations of Environmental Laws. The Borrower shall, and shall cause each member of the Borrower Group to, promptly take any and all actions necessary to (i) cure any material violation of applicable Environmental Laws caused by any member of the Borrower Group and (ii) make an appropriate response to any Environmental Claim against any member of the Borrower Group and, unless the liability of such member of the Borrower Group as alleged in the Environmental Claim is being contested in good faith, discharge any obligations it may have to any Person thereunder.

Section 5.10. Payment of Liens.

A. Removal by the Borrower. In the event that, notwithstanding the covenants contained in Section 6.2, a Lien not otherwise permitted under Section 6.2 may encumber the Collateral or any portion thereof, the Borrower shall promptly discharge or cause to be discharged by payment to the lien holder or lien claimant or promptly secure removal by bonding

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or deposit with the county clerk or otherwise; provided that, compliance with the provisions of this Section 5.10 shall not be deemed to constitute a waiver of the provisions of Section 6.2. The Borrower shall exhibit to the Administrative Agent upon request all receipts or other satisfactory evidence of payment, bonding, deposit of taxes, assessments, Liens or any other item which may cause any such Lien to be filed against the Collateral or any portion thereof of the Borrower Group. The Borrower shall, and shall cause each member of the Borrower Group to, fully preserve the Lien and the priority of each of the Collateral Documents without cost or expense to the Administrative Agent or the Term Loan Lenders.

B. Removal by the Agent. If any member of the Borrower Group fails to promptly discharge, remove or bond off any such Lien or mechanics’ or materialmen’s claim of lien as described above, which is not being contested by any member of the Borrower Group in good faith by appropriate proceedings promptly instituted and diligently conducted, within 30 days after the receipt by such member of the Borrower Group of notice thereof, then the Administrative Agent may, but shall not be required to, procure the release and discharge of such Lien, mechanics’ or materialmen’s claim of lien and any judgment or decree thereon, and in furtherance thereof may, in its sole discretion, effect any settlement or compromise with the lien holder or lien claimant or post any bond or furnish any security or indemnity as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of any Liens under this subsection, the Administrative Agent shall not be required to establish or confirm the validity or amount of the Lien. The Borrower agrees that all costs and expenses expended or otherwise incurred pursuant to this Section 5.10 (including reasonable attorneys’ fees and disbursements) by the Administrative Agent shall be paid by the Borrower in accordance with the terms hereof.

Section 5.11. Additional Actions Related to Collateral.

A. Accounts. If any member of the Borrower Group (other than a Canadian Subsidiary) is holder of, opens, creates or acquires an Account or a deposit account, or any Canadian Subsidiary is holder of, opens, creates or acquires an Account or a deposit account maintained in the United States, then the Borrower shall, and shall cause each member of the Borrower Group that may have opened, created or acquired such Account or deposit account to, in each case, at the Borrower’s expense:

(i) within ten Business Days of the date of the opening, creation or acquisition of any Account, duly execute and deliver to the Administrative Agent, each Security Agreement or Control Agreement (or amendment thereto) and take such other actions which, in each case, are necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent on behalf of the Secured Parties a First Priority Lien on such Account; and

(ii) within ten Business Days of the date of the opening, creation or acquisition of any deposit account, duly execute and deliver to the Administrative Agent a Blocked Account Agreement with respect to such deposit account and take such other actions which, in each case, are necessary or advisable in the reasonable opinion of the Administrative Agent with respect thereto, and neither Borrower nor any other member of the Borrower Group (other than a Canadian Subsidiary, unless such Canadian

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Subsidiary is the holder, opens, creates or acquires an Account or a deposit account maintained in the United States) may maintain any deposit account except a Blocked Account, except that the any member of the Borrower Group may maintain at any one time up to $4,000,000 (or such greater amount as may be consented to in writing by the Administrative Agent from time to time) in the aggregate (i.e. for the Borrower Group (other than a Canadian Subsidiary, unless such Canadian Subsidiary is the holder, opens, creates or acquires an Account or a deposit account maintained in the United States) in the aggregate) in deposit accounts which are not Blocked Accounts and as to which no Blocked Account Agreement shall be required so long as the amounts in such deposit accounts never exceed such $4,000,000 (or such greater amount as may be consented to by the Administrative Agent) and the balance of such deposit accounts (a) does not exceed an average daily balance in any month in excess of $1,000,000 in any individual account and (b) does not exceed an average daily balance in any month in excess of $3,000,000 for all such accounts in the aggregate;

B. Acquisition and Creation of Equity Interests of Subsidiaries. The Borrower shall not, and shall not permit any member of the Borrower Group to, acquire, issue or create any Equity Interests in any Person that constitutes a Restricted Subsidiary unless:

(i) the creation or acquisition of such new Subsidiary could not reasonably be expected to have a Material Adverse Effect;

(ii) such new Restricted Subsidiary (other than the Canadian Subsidiaries) shall be or become a party to a Guaranty Agreement;

(iii) the applicable member of the Borrower Group (other than a Canadian Subsidiary; but, in the case of the Equity Interests in a Canadian Subsidiary, any other entity organized in the United States which owns any Equity Interests in such Canadian Subsidiary) shall pledge, have pledged or cause or have caused to be pledged to the Administrative Agent (A) all of the outstanding shares of Equity Interests or other Equity Interests of such new Restricted Subsidiary owned directly or indirectly by it (or, the case of the Equity Interests of a Canadian Subsidiary of which any Equity Interests are owned by an entity organized in the United States, sixty-five percent (65%) of the Equity Interests of the Canadian Subsidiary), or (B) to the extent that the Administrative Agent, acting on behalf of the Secured Parties does not already have a First Priority Lien thereon, such newly issued Equity Interests of such Restricted Subsidiary, in each case, along with undated stock powers for such certificates, executed in blank (or, if any such shares of Equity Interests are uncertificated, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been perfected by the Administrative Agent in accordance with Article 8 of the UCC or any similar law which may be applicable); in order to effect the foregoing, the Borrower (or any member of the Borrower Group (other than a Canadian Subsidiary; but, in the case of the Equity Interests in a Canadian Subsidiary, any other entity organized in the United States which owns any Equity Interests in such Canadian Subsidiary) which is the direct owner of such new Restricted Subsidiary) shall either enter into a Pledge Agreement or, if it has already entered into such a Pledge Agreement, amend such pledge agreement in order to identify the Equity Interests and other related collateral in respect of such new

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Restricted Subsidiary or newly issued Equity Interests, and, in the case of a Restricted Subsidiary incorporated or otherwise existing pursuant to the laws of any jurisdiction other than the United States or any political subdivision thereof, shall enter into a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent;

(iv) the Borrower shall, and shall cause the new Restricted Subsidiary (other than the Canadian Subsidiaries) to, take such other actions (including entering into a Security Agreement, Pledge Agreement, Control Agreement or Blocked Account Agreement) as are necessary or advisable in the reasonable opinion of the Administrative Agent in order to grant to the Administrative Agent, acting on behalf of the Secured Parties, a First Priority Lien on all Equity Interests in such Subsidiary and all Property of such Subsidiary in existence as of such date and in all after acquired Property of such Subsidiary in which First Priority Liens are required to be granted pursuant to this Agreement;

(v) (A) with respect to any Restricted Subsidiary holding assets having an aggregate net fair market value in excess of $1,000,000, then concurrently with the execution and delivery of each Guaranty Agreement, Security Agreement, Control Agreement, Pledge Agreement or other document referred to above, or (B) upon such Restricted Subsidiary’s acquisition of assets having an aggregate fair market value of at least $1,000,000, the Administrative Agent shall have received such favorable opinions of legal counsel for the applicable member of the Borrower Group relating to each of the matters identified in clauses (ii), (iii), and (iv) above, in form and substance reasonably satisfactory to the Administrative Agent; and

(vi) the Administrative Agent shall have received (a) certified copies of such new Restricted Subsidiary’s certificate or articles of incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business, each to be dated a recent date prior to their delivery to the Administrative Agent, (b) a copy of such new Restricted Subsidiary’s by-laws (or other operating agreement or governing document), certified by its corporate secretary or an assistant secretary as of a recent date prior to their delivery to the Administrative Agent and, (c) a certificate executed by the secretary or an assistant secretary of such new Restricted Subsidiary certifying as to (1) the fact that the attached resolutions of the Board of Directors or other governing body of such new Restricted Subsidiary approving and authorizing the execution, delivery and performance of any Loan Documents to which it is a party are in full force and effect and have not been modified or amended and (2) the incumbency and signatures of the officers of such new Restricted Subsidiary executing any Loan Documents.

Section 5.12. Further Assurances.

A. Assurances. Without expense or cost to the Administrative Agent or the Term Loan Lenders, the Borrower shall, and shall cause each member of the Borrower Group to, from time to time hereafter, execute, acknowledge, file, record, do and deliver all and any further acts, deeds, conveyances, mortgages, deeds of trust, deeds to secure debt, security agreements,

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hypothecations, pledges, charges, assignments, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent may from time to time reasonably require in order to carry out more effectively the purposes of this Agreement or the other Loan Documents, including to subject any items of Collateral, intended to now or hereafter be covered, to the Liens created by the Collateral Documents, to perfect and maintain such Liens, and to assure, convey, assign, transfer and confirm unto the Administrative Agent the property and rights hereby conveyed and assigned or intended to now or hereafter be conveyed or assigned or which any member of the Borrower Group may be or may hereafter become bound to convey or to assign to the Administrative Agent or for carrying out the intention of or facilitating the performance of the terms of this Agreement or any other Loan Document or for filing, registering or recording this Agreement or any other Loan Document. Promptly upon a reasonable request, the Borrower shall, and shall cause each member of the Borrower Group (other than the Canadian Subsidiaries, except in respect of (i) the Equity Interests in a Canadian Subsidiary owned by any member of the Borrower Group which is organized in the United States and (ii) Accounts and deposit accounts subject to Section 5.11 hereof) to, execute and deliver, and hereby authorizes the Administrative Agent to execute and file in the name of such member of the Borrower Group, to the extent the Administrative Agent may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments to evidence more effectively the Liens of the Collateral Documents upon the Collateral.

B. Filing and Recording Obligations. The Borrower shall pay or cause to be paid all filing, registration and recording fees and all expenses incident to the execution and acknowledgment of a deed of trust, leasehold of deed of trust, mortgage, leasehold mortgage, or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, and shall pay or cause to be paid all mortgage recording taxes, transfer taxes, general intangibles taxes and governmental stamp and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution, delivery, filing, recording or registration of any Collateral Document or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, or by reason of its interest in, or measured by amounts payable under, the Term Loan Notes, any Collateral Document or any other Loan Document, including any instrument of further assurance described in Section 5.12.A, and shall pay all stamp taxes and other taxes required to be paid on the Term Loan Notes or any other Loan Document, but excluding in the case of each Term Loan Lender and the Administrative Agent, Taxes imposed on its income by a jurisdiction under the laws of which it is organized or in which its principal executive office is located or in which its applicable lending office for funding or booking its Loans hereunder is located. If the Borrower fails to make or cause to be made any of the payments described in the preceding sentence within 15 days after notice thereof from the Administrative Agent (or such shorter period as is necessary to protect the loss of or diminution in value of any Collateral by reason of tax foreclosure or otherwise, as determined by the Administrative Agent in its sole discretion) accompanied by documentation verifying the nature and amount of such payments, the Administrative Agent may (but shall not be obligated to) pay the amount due and the Borrower shall reimburse all amounts in accordance with the terms hereof.

C. Costs of Defending and Upholding the Lien. The Administrative Agent may, upon at least five days’ prior notice to the Borrower, (i) appear in and defend any action or

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proceeding, in the name and on behalf of the Administrative Agent or the Term Loan Lenders, in which the Administrative Agent or any Term Loan Lender is named or which the Administrative Agent in its sole discretion determines is reasonably likely to materially adversely affect the Collateral, any Collateral Document, the Lien thereof or any other Loan Document and (ii) institute any action or proceeding which the Administrative Agent reasonably determines should be instituted to protect the interest or rights of the Administrative Agent and the Term Loan Lenders in the Collateral or under this Agreement, the Collateral Documents or any other Loan Document. The Borrower agrees that all reasonable costs and expenses expended or otherwise incurred pursuant to this subsection (including reasonable attorneys’ fees and disbursements) by the Administrative Agent shall be paid by the Borrower or reimbursed by the Borrower to the Administrative Agent promptly after demand.

D. Costs of Enforcement. The Borrower agrees to bear and shall pay or reimburse the Secured Parties in accordance with the terms of Section 9.2 for all reasonable sums, costs and expenses incurred by the Secured Parties (including reasonable attorneys’ fees and the expenses and fees of any receiver or similar official) of or incidental to the collection of any of the Obligations, any foreclosure (or transfer in lieu of foreclosure) of this Agreement, any Collateral Document or any other Loan Document or any sale of all or any portion of the Collateral.

Section 5.13. Use of Proceeds.

The proceeds of the Term Loan hereunder shall be used solely to fund a dividend on the Closing Date to Parent to pay for the Redemption and for the Series C Preferred Share Payments, to refinance the outstanding indebtedness owed by the Borrower under the Original Credit Agreement, and to pay for any Transaction Costs (each of the foregoing, individually, a “Permitted Purpose” and, collectively, the “Permitted Purposes”). The Borrower shall cause each member of the Borrower Group to use the proceeds of the Term Loan solely for a Permitted Purpose.

Section 5.14. Intellectual Property.

The Borrower shall not, and shall not permit any member of the Borrower Group to, do any act, or omit to do any act, whereby any of its Intellectual Property may lapse or become abandoned or dedicated to the public or unenforceable, unless such lapse, abandonment, dedication or unenforceability could not reasonably be expected to have a Material Adverse Effect. The Borrower shall take, and shall cause each member of the Borrower Group to, take all reasonably necessary steps to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any material part of its Intellectual Property, except where the failure to so maintain, obtain or pursue could not reasonably be expected to have a Material Adverse Effect.

Section 5.15. Interest Rate Protection.

On or before November 30, 2005, the Borrower shall enter into one or more Interest Rate Agreements having terms of not less than three years with respect to the Term Loan, each such Interest Rate Agreement to be for a term and in form and substance reasonably satisfactory to the First Lien Administrative Agent, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component (as hereinafter defined) of the interest costs to the

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Borrower with respect to an aggregate notional principal amount of not less than 50% of the aggregate principal amount of the Term Loan outstanding from time to time (based on the assumption that such notional principal amount was a Eurodollar Rate Loan with an Interest Period of three months). The Borrower shall maintain such Interest Rate Agreements (or other Interest Rate Agreements acceptable to the First Lien Administrative Agent) in effect at least until the third anniversary of the Closing Date. For purposes of this Section 5.15, the term “Unadjusted Eurodollar Rate Component” means that component of the interest costs to the Borrower in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (a) of the definition of Adjusted Eurodollar Rate.

Section 5.16. Unrestricted Subsidiaries and Restricted Subsidiaries.

A. Except for the Unrestricted Subsidiaries listed as such on Schedule 4.1.C as of the Closing Date, the Borrower shall not have the right to designate any Subsidiary as an Unrestricted Subsidiary and all Subsidiaries shall be Restricted Subsidiaries. The Borrower shall cause each Unrestricted Subsidiary to comply with the following:

(i) such Subsidiary shall not own, directly or indirectly, Equity Interests in any Restricted Subsidiary which, when added to any other Equity Interests which are owned in such Restricted Subsidiary by any other Unrestricted Subsidiaries, totals 50% or more of the Equity Interests of such Restricted Subsidiary;

(ii) such Subsidiary shall have no Indebtedness other than Non-Recourse Indebtedness or unsecured intercompany Indebtedness in an amount not to exceed $1,000,000 in the aggregate for all such Non-Recourse Indebtedness and unsecured intercompany Indebtedness taken together;

(iii) such Subsidiary shall not be a party to any agreement, contract, arrangement or understanding with any member of the Borrower Group other than any such agreement, contract, arrangement or understanding the terms of which are no less favorable to such member of the Borrower Group than the terms that such member could obtain at the time from Persons who are not Affiliates of a member of the Borrower Group;

(iv) such Subsidiary shall be a Person with respect to which no member of the Borrower Group has any direct or indirect obligation (a) to subscribe for additional Equity Interests (unless the amount of such subscription could be made as a Restricted Payment) or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(v) such Subsidiary shall not guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of any member of the Borrower Group; and

(vi) such Subsidiary shall not construct or operate any Colocation Facility and shall not enter into any Colocation Lease.

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Section 5.17. Redemption and Series C Share Payments.

Immediately upon the making of the payments in respect of the Redemption and the Series C Share Payments pursuant to the terms and conditions hereof, the Borrower shall deliver to the Administrative Agent evidence (in form, substance and scope satisfactory to the Administrative Agent) that the proceeds of the Term Loan were used to fund a dividend to the Parent for such Redemption and Series C Share Payments and that the Parent made such Redemption and Series C Share Payments as provided herein. In addition to, and not in lieu of, the foregoing, the Borrower shall permit, and shall cause Parent to permit, at the Borrower’s expense, Administrative Agent and/or any representative or designee of the Administrative Agent to visit and inspect the books and records of Parent, Borrower or any member of the Borrower Group, to investigate and verify the accuracy of the information provided to the Administrative Agent in respect of the payments made for the Redemption and the Series C Preferred Share Payments and to take all such other actions set forth in Section 5.7 hereof in connection therewith.

ARTICLE VI.

BORROWER’S NEGATIVE COVENANTS

Until such time as all Obligations hereunder shall have been irrevocably been paid in full, the Borrower hereby covenants and agrees that the Borrower shall perform, and shall cause each member of the Borrower Group (including without limitation, pursuant to the definition of Borrower Group, the Canadian Subsidiaries) to perform, the covenants in this Article VI.

Section 6.1. Indebtedness.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(i) the Obligations;

(ii) any Indebtedness set forth in Schedule 6.1 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to the members of the Borrower Group, in a principal amount not in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension and with a maturity date and weighted average life no greater than the Indebtedness being refinanced);

(iii) trade or other similar Indebtedness incurred in the ordinary course of business and payable within sixty days;

(iv) purchase money Indebtedness (including obligations in respect of Capital Leases and vendor financing) hereafter incurred by any member of the Borrower Group to finance the purchase of fixed assets not owned as of the date hereof, provided, that (a) the aggregate amount of such Indebtedness shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (c) any Lien securing such Indebtedness shall attach to the acquired assets within 90 days after the acquisition thereof;

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(v) renewals, refinancings and extensions of any Indebtedness permitted pursuant to clause (iv) above on terms and conditions no less favorable to such member of the Borrower Group and in a principal amount not in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension;

(vi) Indebtedness under, or constituting net exposure under, Interest Rate Agreements entered into in accordance with Section 5.15 hereof and/or entered into in accordance with Section 5.15 of the First Lien Credit Agreement; and

(vii) other Indebtedness, provided that the Indebtedness under this clause (vii) shall not exceed $3,000,000 in the aggregate; and

(viii) intercompany Indebtedness between any members of the Borrower Group other than the Canadian Subsidiaries, so long as such Indebtedness is expressly subordinated in all respects to the Obligations; and

(ix) the Indebtedness evidenced by the 2005 Canadian Investment Note and the 2004 Canadian Investment Note, provided that the 2005 Canadian Investment Note shall provide that (x) the 2005 Canadian Investment Note shall be amortized on the same dates and the same percentages that Term Loan B under the First Lien Credit Agreement amortizes hereunder and shall be due and payable in full no later than the Term Loan B Maturity Date (as defined in the First Lien Credit Agreement), and (y) among other events of default thereunder, it shall be an event of default thereunder if any Event of Default occurs under this Agreement; and provided, further, that the 2004 Canadian Investment Note shall provide that (x) the 2004 Canadian Investment Note shall be amortized on the same dates and the same percentages as provided therein on the Closing Date and shall be due and payable in full no later than August 4, 2008, and (y) among other events of default thereunder, it shall be an event of default thereunder if any Event of Default occurs under this Agreement; and

(x) intercompany Indebtedness between any member of the Borrower Group and the Canadian Subsidiaries, not to exceed $2,750,000 in the aggregate (not including the 2005 Canadian Investment Note and the 2004 Canadian Investment), provided that (1) no intercompany Indebtedness may be advanced (and no advance of any revolving loan facility pursuant to which all or a portion of such $2,750,000 may be advanced) to a Canadian Subsidiary at any time that an event of default has occurred and is continuing under either the 2005 Canadian Investment Note or the 2004 Canadian Investment Note or an Event of Default has occurred and is continuing, (2) the intercompany Indebtedness referred to in this clause (x) shall only be permitted by this clause (x) if it is evidenced by a promissory note in form and substance acceptable to the Administrative Agent (as amended from time to time with the written consent of the Administrative Agent, the “Canadian Revolving Note”), and such Canadian Revolving Note is pledged and delivered to the First Lien Administrative Agent on or before the date that any such Indebtedness is incurred, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, as additional Collateral for the Obligations, and (z) such Canadian Revolving Note provides that such intercompany Indebtedness shall be due and payable in full no later than the Revolving Loan Maturity Date (as defined in the

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First Lien Credit Agreement) and that, among other events of default thereunder, it shall be an event of default thereunder if any Event of Default occurs under this Agreement; and

(xi) Indebtedness resulting from the refinancing of the Original Credit Agreement, the proceeds of which are to fund a dividend to Parent to pay for the Redemption and the Series C Preferred Share Payments, to refinance the Original Credit Agreement and for other general working capital purposes, in each case pursuant to the terms and conditions of the First Lien Credit Agreement; provided, that the holders of the Indebtedness enter into an intercreditor agreement with the Administrative Agent substantially in the form of the Intercreditor Agreement.

Section 6.2. Liens and Related Matters.

A. Prohibition on Liens. The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any member of the Borrower Group, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except Permitted Liens, provided that, with respect to Liens upon the assets of the Canadian Subsidiaries, the Permitted Liens shall not include the Liens described in clauses (xiii) and (xiv) of the definition of Permitted Liens.

B. No Further Negative Pledges. The Borrower shall not, and shall not permit any member of the Borrower Group to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for obligations relating to such agreement if security is given for the Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.7, pending the consummation of such sale, and (iii) any provision in any agreement or instrument governing Indebtedness permitted pursuant to Section 6.1(iv) or Section 6.1(v) that prohibits or otherwise restricts the creation or assumption of any Lien upon any asset acquired or maintained utilizing the proceeds of such Indebtedness.

Section 6.3. Change of Filing Location.

The Borrower shall not, and shall not permit any member of the Borrower Group to, reorganize any member of the Borrower Group under the laws of a different jurisdiction unless the Borrower shall have given the Administrative Agent at least 20 days’ prior written notice thereof and all action reasonably requested by the Administrative Agent to protect and perfect the Liens and security interests in the Collateral shall have been taken.

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Section 6.4. Change of Name.

The Borrower shall not, and shall not permit any member of the Borrower Group to, change its name or organizational structure or jurisdiction in which it is organized unless the Borrower shall have given the Administrative Agent at least 20 days’ prior written notice thereof and all action reasonably requested by the Administrative Agent to protect and perfect the Liens and security interests in the Collateral shall have been taken.

Section 6.5. Investments; Joint Ventures.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or otherwise form or create any Subsidiary (other than in accordance with Section 5.11.B), except for Permitted Investments.

Section 6.6. Financial Covenants.

A. Consolidated Leverage Ratio. As of the end of each Fiscal Quarter ending on or after the Closing Date, the Consolidated Leverage Ratio shall not exceed the corresponding ratio set forth in Schedule 6.6 for such Fiscal Quarter.

Section 6.7. Restriction on Fundamental Changes; Asset Sales and Acquisitions.

The Borrower shall not, and shall not permit any member of the Borrower Group to, Dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person (including any issuance or sale by any member of the Borrower Group of Equity Interests in any of their respective Restricted Subsidiaries), except:

(i) the members of the Borrower Group may Dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Borrower Group to the extent made in the ordinary course of business, provided that either (a) such Disposal does not materially adversely affect any portion of such Person’s business, or (b) prior to or within twelve months following such Disposal, any such property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any security of any other Person, subject only to Permitted Liens, and by such removal and replacement the members of the Borrower Group shall be deemed to have subjected such replacement property to the lien of the Collateral Documents in favor of the Secured Parties, as applicable, provided that the aggregate amount of proceeds that may be used to replace assets Disposed of pursuant to this clause (b) shall not exceed $2,000,000 in the aggregate for all such assets acquired after the Closing Date;

(ii) the members of the Borrower Group may sell or otherwise Dispose of assets in transactions that do not constitute Asset Sales, provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; and provided, further, that the members of the Borrower Group may not lease or sublease to other Persons any portion of the interest of the applicable member of the

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Borrower Group in any of its Colocation Facilities, unless each such lease or sublease (a) is made in the ordinary course of business and is in connection with the provision of co-location services by any member of the Borrower Group and (b) does not interfere in any material respect with the ordinary conduct of the business of any member of the Borrower Group;

(iii) Dispositions pursuant to a Capital Lease permitted by Section 6.1 and Section 6.2;

(iv) in a transaction authorized by Section 6.18;

(v) any Permitted Investments, so long as (x) any acquisition of all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person is evidenced by an acquisition agreement in form and substance acceptable to the Required Lenders, and (y) the rights (but not the obligations) of the acquiring entity are collaterally assigned to the Administrative Agent as additional Collateral for the Obligations, pursuant to an assignment agreement in form and substance acceptable to the Administrative Agent; and

(vi) any Excluded Asset Sale; and

(vii) any Dispositions of assets of the Borrower Group occurring as a result of the closure of (x) any of those facilities that are identified in Schedule 1.1.A as closing or any facility the lease for which is the subject of any litigation referred to on Schedule 4.7 or (y) any other Colocation Facilities which have negative cash flow, so long as the amount of the assets that are Disposed of pursuant to this clause (y) does not exceed $1,000,000 (based on the greater of the fair market value of such assets at the time of such Disposition or the net proceeds from each such Disposition of such assets) after the Closing Date as a result of the closure of any individual facility and does not exceed $4,000,000 (based on the greater of the fair market value of such assets at the time of such Disposition or the net proceeds from each such Disposition of such assets) after the Closing Date as a result of the closure of all such facilities in the aggregate.

Notwithstanding the foregoing provisions of this Section 6.7, each of the clauses in this Section 6.7 shall be subject to the additional proviso that no Event of Default or Potential Event of Default shall exist and be continuing at the time of such transaction or would occur as a result of entering into such transaction (or immediately after any renewal or extension thereof at the option of any member of the Borrower Group). Further, the proceeds or the Net Asset Sale Proceeds of any lease or transaction of the nature described in each of the clauses to this Section 6.7 shall be applied in accordance with the provisions of Section 2.5.

Section 6.8. Sales and Lease-Backs.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which any member of the

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Borrower Group has sold or transferred or is to sell or transfer to any other Person or (ii) which any member of the Borrower Group intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by any member of the Borrower Group to any Person in connection with such lease.

Section 6.9. Sale or Discount of Receivables.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable. For the avoidance of doubt, this paragraph is not intended to prevent the Borrower from taking action in good faith in the ordinary course of its business in respect of the collection of accounts receivable owed by account debtors, to the extent that the compromise or settlement of any such accounts receivable that are owed by (a) an account debtor that is a debtor in bankruptcy or insolvency proceedings, or (b) other account debtors as to which the Borrower has taken a specific reserve on its balance sheet in accordance with GAAP for the accounts of such accounts debtors and as to which Borrower believes in good faith that the financial condition of the account debtor is impaired to an extent that the Borrower should agree to the recovery of the compromised or settlement amount (or the sale or discount thereof for such amount), provided that the amount of discounts agreed to under this clause (b) with respect to any account debtor shall not exceed the amount of such reserves that were taken in accordance with GAAP with respect to the accounts of such account debtor.

Section 6.10. Transactions with Shareholders and Affiliates.

The Borrower shall not, and shall not permit any member of the Borrower Group to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of any member of the Borrower Group or with any Affiliate thereof or of any such holder, except:

(i) transactions that are on terms that are not less favorable to such member of the Borrower Group, than those that might be obtained at the time from Persons who are not such a holder or Affiliate as long as (a) the Borrower has delivered to the Administrative Agent (1) with respect to any transaction involving an amount in excess of $1,000,000 an Officer’s Certificate certifying that such transaction complies with this Section 6.10 at the time such transaction is entered into, (2) with respect to any transaction involving an amount in excess of $2,000,000 a resolution adopted by a majority of the disinterested non-employee directors of the applicable member of the Borrower Group approving such transaction and an Officer’s Certificate certifying that such transaction complies with this Section 6.10 at the time such transaction is entered into and (b) with respect to any such transaction that involves aggregate payments in excess of $5,000,000, either (1) an opinion as to the fairness to the applicable member of the Borrower Group from a financial point of view issued by a qualified independent accounting or appraisal firm of nationally recognized standing at the time such transaction is entered into or (2) the receipt of the prior written consent of the Required Lenders;

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(ii) any Material Contract that was in existence as of the Prior Amendment Date;

(iii) any employment, indemnification, noncompetition or confidentiality agreement entered into by any member of the Borrower Group with their employees or directors in the ordinary course of business, provided that no such agreement with a Person that is also (x) a shareholder or other equityholder of the Parent or (y) an employee, officer, director or manager of any such shareholder or other equityholder or any Affiliate thereof, other than an employee, officer, director or manager of one or more members of the Borrower Group, shall provide for the payment of compensation or other amounts in excess of the amounts payable to any such Person pursuant to agreements in effect on the Prior Amendment Date (without giving effect to any subsequent amendments thereof);

(iv) the payment of normal compensation, fees and reimbursement of expenses of officers and directors of the members of the Borrower Group who are not employees thereof, provided that no such agreement with a Person that is also (x) a shareholder or other equityholder of the Parent or (y) an employee, officer, director or manager of any such shareholder or other equityholder or any Affiliate thereof, other than an employee, officer, director or manager of one or more members of the Borrower Group, shall provide for the payment of compensation or other amounts in excess of the amounts payable to any such Person pursuant to agreements in effect on the Closing Date (without giving effect to any subsequent amendments thereof);

(v) transactions between or among the members of the Borrower Group and any of their respective direct or indirect Wholly-Owned Subsidiaries that are members of the Borrower Group; and

(vi) transactions set forth in the Material Contracts listed on Schedule 4.9.

Section 6.11. Certain Restrictions on Changes to Charter Documents.

The Borrower shall not, and shall not permit any member of the Borrower Group to, amend, supplement or otherwise modify, or permit the amendment, modification or supplementation of its certificate or articles of incorporation, certificate of formation or by-laws or other organizational documents (including any limited liability company agreement) in a manner which is inconsistent with or violates the terms of or could reasonably be expected to prevent compliance with any of the terms of any Loan Document or any Material Contract or could reasonably be expected to result in a Material Adverse Effect.

Section 6.12. Certain Restrictions in Respect of Material Contracts.

A. Termination, amendment or modification. The Borrower shall not, and shall not permit any member of the Borrower Group to, agree to any amendment, modification or termination of any Material Contract if such amendment, modification or termination could reasonably be expected to have a Material Adverse Effect, except (i) that amendments, modifications or terminations made in connection with the closure of those facilities that (x) are identified in Schedule 1.1.A as closing or (y) the lease for which is the subject of any litigation

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referred to on Schedule 4.7 shall not be deemed to be prohibited by this Section and (ii) the termination of the Material Contracts identified on Schedule 6.12. In addition, the Borrower shall not, and shall not permit any member of the Borrower Group to, assign or transfer any of its material rights or obligations under any of the Material Contracts, other than an assignment or transfer to another member (other than the Canadian Subsidiaries) of the Borrower Group.

B. Security Interest in Material Contracts. The Borrower shall not, and shall not permit any member of the Borrower Group to, enter into any Material Contract (other than the Security Agreements) if such agreement (i) prohibits the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on any of the Collateral. The Borrower shall not, and shall not permit any member of the Borrower Group to, enter into contracts if such agreements (i) prohibit the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restrict or inhibit the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on any of the Collateral which, taken as a whole, would have a Material Adverse Effect.

Section 6.13. Limitations on Restricted Actions.

Except as provided herein, the Borrower shall not, and shall not permit any member of the Borrower Group to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Subsidiaries to (i) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by any member of the Borrower Group, (ii) repay or prepay any Indebtedness owed by any member of the Borrower Group, (iii) make loans or advances to the Borrower, or (iv) transfer any of its property or assets to the Borrower other than as provided for herein or in the other Loan Documents (other than pursuant to any agreement or instrument governing Indebtedness permitted pursuant to Section 6.1(iv) or Section 6.1(v) that prohibits or otherwise restricts the transfer of any asset acquired or maintained utilizing the proceeds of such Indebtedness).

Section 6.14. Nature of Business.

No member of the Borrower Group (other than Parent) shall engage in any material respect in any business activity other than those activities specifically described in the definition of “Permitted Business.” Parent shall not engage in any business activity other than as a holding company of the Borrower.

Section 6.15. Fiscal Year.

No member of the Borrower Group shall change the end of its Fiscal Year from December 31.

Section 6.16. Restricted Payments.

The Borrower shall not, and shall not permit any member of the Borrower Group to, declare or make any Restricted Payment or any payment in connection with any tax sharing arrangement except for (a) Restricted Payments by any member of the Borrower Group (other

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than Parent) to any parent (other than Parent and the Canadian Subsidiaries) that is also a member of the Borrower Group; (b) dividends or other distributions, direct or indirect, to Parent (i) for the purchase of Equity Interests of Parent from officers and employees of any member of the Borrower Group pursuant to employee stock option plans and any similar agreements in an aggregate amount not to exceed $2,500,000 in any fiscal year, (ii) for the payment of Taxes due and payable by the Parent in respect of Parent’s income and/or the business of the Borrower Group and (iii) to pay the Redemption and Series C Preferred Share Payment on the Closing Date; and (c) distributions by any member of the Borrower Group (other than Parent) in respect of its Equity Interests which are payable solely in additional Equity Interests which are subject to a First Priority Lien in favor of the Administrative Agent (or, in the case of distributions by a Canadian Subsidiary any Equity Interests of which are owned by an entity organized in the United States, sixty-five percent (65%) of which is subject to such First Priority Lien in favor of the Administrative Agent), in each case subject only to the Lien thereon held by the First Lien Administrative Agent.

Section 6.17. Accounts.

Except as otherwise provided in Section 5.11, the Borrower shall not, and shall not permit any member of the Borrower Group to, create or open any deposit account or securities account (each within the meaning of the UCC) (other than any Account subject to a Control Agreement or a Blocked Account subject to a Blocked Account Agreement) and other than any account maintained by any member of the Borrower Group to hold security deposits from counterparties to the revenue generating contracts entered into by the members of the Borrower Group.

Section 6.18. Funding of Foreign Subsidiaries

The Borrower shall not, and shall not permit any member of the Borrower Group to, (a) except for capital expenditures by a Canadian Subsidiary for its own account, make Consolidated Capital Expenditures on behalf of any members of the Borrower Group organized under the laws of any jurisdiction located outside of the United States or (b) make any capital contribution to or transfer any asset to any members of the Borrower Group organized under the laws of any jurisdiction located outside of the United States in an amount exceeding $10,000 in any fiscal year except for the Canadian Subsidiary Contribution.

Section 6.19. Termination of Real Estate Leases; Lease Litigation Cost.

The Borrower shall not, and shall not permit the Borrower Group to, incur cash costs in an aggregate amount greater than $4,000,000 in the aggregate after the Closing Date in connection with (a) the termination or cancellation, prior to their stated expiration dates, of any real estate leases and (b) any litigation or settlement regarding any such termination or cancellation or any claim relating thereto.

Section 6.20. Limitations on Unrestricted Subsidiaries.

Borrower shall not permit Parent or any of its Subsidiaries that are not members of the Borrower Group to be party to any contract, lease or other agreement which is, or own any assets

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which are, material to the business, assets, operations, results of operations or condition (financial or otherwise) of any member of the Borrower Group, other than:

(i) any contract pursuant to which any member of the Borrower Group is also a party if such contract provides that all rights and benefits (including the right to receive payments) provided to such member of the Borrower Group party thereto shall run in favor of only the member of the Borrower Group party thereto (and that the Parent or any Unrestricted Subsidiary shall have no right, title or interest in or to any such right or benefit);

(ii) any contract that is a guarantee of the obligations of any member of the Borrower Group under any contract to which it is a party; and

(iii) any contract or other agreement in respect of the issuance by the Parent of its Equity Interests or debt securities, agreements in respect of Indebtedness or the issuance of equity of, or the contribution of capital to, any member of the Borrower Group, to the extent that such contract or other agreement is not otherwise prohibited by this Agreement or any of the other Loan Documents.

Section 6.21. Limitations on Uses of Proceeds of Canadian Subsidiary Contribution and Canadian Revolver Note.

Borrower shall not, and shall not permit any member of the Borrower Group (including, for the avoidance of doubt, any Canadian Subsidiary), to use the proceeds of (i) the Canadian Subsidiary Contribution for any purpose other than capital expenditures in respect of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) of any Canadian Subsidiary and (ii) the Canadian Revolver Note for any purpose other than general working capital and other general corporate purposes by the Canadian Subsidiaries.

ARTICLE VII.

EVENTS OF DEFAULT

Each of the following events or occurrences set forth in Section 7.1 through Section 7.15 shall constitute an “Event of Default”:

Section 7.1. Failure to Make Payments When Due.

The Borrower shall fail to pay any scheduled principal of the Term Loan when and as the same shall become due and payable; or the Borrower shall fail to pay any interest on the Term Loan or any fee payable under this Agreement or any other Loan Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three days; or the Borrower or any other member of the Borrower Group shall fail to pay any other unscheduled principal amount or amount payable under this Agreement or any other Loan Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days; or

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Section 7.2. Default Under Other Indebtedness.

Any member of the Borrower Group (i) shall fail to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1) in an individual or aggregate principal amount of $2,500,000 or more beyond the end of any grace period provided therefor; or (ii) shall breach or default in its obligations with respect to any other material term of (a) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided, however, that, with respect to any Event of Default arising under clause (i) or (ii) of this Section 7.2 solely by virtue of an event of default that occurs under the First Lien Credit Agreement, (x) such event of default under the First Lien Credit Agreement will only be an Event of Default under this Section 7.2 if the First Lien Obligations are declared to be due and payable prior to their stated maturity as a result of such event of default under the First Lien Credit Agreement, and (y) the Event of Default that results under this Section 7.2 as a result of any such declaration under the First Lien Credit Agreement will be automatically waived if and as of the time that declaration of acceleration is rescinded or waived under the First Lien Credit Agreement; or

Section 7.3. Breach of Warranty.

Any representation or warranty made or deemed made by the Borrower or any Loan Party in this Agreement, or in any other Loan Document to which it is a party or in any certificate delivered by the Borrower or any Loan Party pursuant to this Agreement or any other Loan Document shall prove to have been false or misleading in any material respect as of the time made or deemed made; or

Section 7.4. Involuntary Bankruptcy Proceeding, Etc.

An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party, or, in any such case, its debts, or a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

Section 7.5. Voluntary Bankruptcy Proceeding, Etc.

Any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in Section 7.4, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party for a substantial part of its assets, (iv) file an answer admitting the material allegations of a

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petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

Section 7.6. Judgments.

Any judgment or judgments (i) for the payment of money in an aggregate amount (not paid or entirely covered by insurance) in excess of $6,000,000 shall be entered or filed against any Loan Party or any of its assets and shall remain unpaid and undischarged, unvacated, unbonded or unstayed for a period of 45 days (or in any event later than five days prior to the date of any proposed sale of the respective assets thereunder), or (ii) shall be entered in the form of an injunction or similar form of relief requiring suspension or abandonment of a Permitted Business by any Loan Party and such injunction or similar relief requiring suspension or abandonment of a Permitted Business by any Loan Party and such injunction or similar relief shall not have been stayed, discharged or vacated within 45 days; or

Section 7.7. Dissolution.

Any order, judgment or decree shall be entered against (a) any member or members of the Borrower Group that in the aggregate account for $7,000,000 or more of the Net Revenue of the Borrower Group (other than as a result of or in connection with the closure of (i) those facilities that are identified in Schedule 1.1.A as closing or (ii) those facilities the lease for which is the subject of any litigation referred to on Schedule 4.7), (b) the Borrower, or (c) the Parent, decreeing the dissolution or split up of such Person or Persons, and such order shall remain undischarged or unstayed for a period in excess of 30 days; or

Section 7.8. Change in Control.

A Change in Control shall have occurred; or

Section 7.9. Non-Performance of Certain Covenants and Obligations.

(i) Any Loan Party shall fail to perform any of its negative covenants (including all of the covenants set forth in Article VI of this Agreement) or agreements contained in any Loan Document to which it is a party; or

(ii) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document to which it is a party (other than those specified in Section 7.1 and Section 7.3 above or in clause (i) of this Section 7.9), and such failure in any case shall continue unremedied or unwaived for a period of 30 days after the earlier of (x) such Loan Party receives written notice thereof from the Administrative Agent and (y) an officer of such Loan Party becomes aware of such failure; or

Section 7.10. Impairment of Material Contract.

Any Material Contract shall cease to be valid and binding and in full force and effect (other than as a result of any termination due to the occurrence of the stated expiration date of such material contract) and such condition shall continue unremedied or unwaived for a period of

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30 days; provided that, an Event of Default shall occur under this Section only if the failure of such other Material Contract to remain valid and binding and in full force and effect could reasonably be expected to have a Material Adverse Effect; or

Section 7.11. Default Under or Termination of Material Contracts.

Any of the Material Contracts shall terminate or be terminated or canceled prior to its stated expiration date or any Loan Party shall be in default (after the giving of any applicable notice and the expiration of any applicable grace period) under any of the Material Contracts and such condition shall continue unremedied or unwaived for a period of 30 days; provided that a default under or termination or cancellation of any Material Contracts shall constitute an Event of Default hereunder only if the termination of such Material Contract could reasonably be expected to have a Material Adverse Effect; or

Section 7.12. Default Under or Termination of Governmental Actions.

The members of the Borrower Group shall fail to observe, satisfy or perform, or there shall be a violation or breach of, any of the material terms, provisions, agreements, covenants or conditions attaching to or under any material Governmental Action held by such member of the Borrower Group, or any such Governmental Action or any material provision thereof shall be terminated or fail to be in full force and effect, or any Governmental Instrumentality shall challenge or seek to revoke any such Governmental Action, if such failure to observe, satisfy or perform, breach or termination or challenge or revocation could reasonably be expected to have a Material Adverse Effect and such condition shall continue unremedied or unwaived for a period of 30 days; or

Section 7.13. Failure of Guaranty or Other Loan Document; Repudiation of Obligations.

At any time after the execution and delivery thereof, (i) any material provision of any Loan Document shall cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of a Loan Document in accordance with the terms hereof or thereof) or any Loan Document shall be declared null and void by a Governmental Instrumentality of competent jurisdiction, (ii) the Administrative Agent shall not have or shall cease to have a valid and perfected First Priority Lien in any material portion of the Collateral for any reason, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability prior to the indefeasible payment in full of all Obligations and the termination of all Commitments, including with respect to future advances by the Term Loan Lenders, under any Loan Document to which it is a party; or

Section 7.14. Criminal Proceeding.

A criminal proceeding shall be commenced or a criminal indictment shall be filed against any member of the Borrower Group, which proceeding or indictment, if adversely determined, could reasonably be expected to have a Material Adverse Effect; or

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Section 7.15. ERISA.

Any of the following events or conditions, if such event or condition could reasonably be expected to have a Material Adverse Effect: (i) any “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Pension Plan, or any lien shall arise on the assets of any Loan Party or any ERISA Affiliate in favor of the PBGC or a Pension Plan; (ii) an ERISA Event shall occur with respect to a Pension Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer Plan which is, in the reasonable opinion of the Administrative Agent, likely to result in (a) the termination of such Plan for purposes of Title IV of ERISA, or (b) any Loan Party or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or (iv) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject any Loan Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Loan Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability; or

Section 7.16. Initial Remedies.

Upon the occurrence of any Event of Default described in Section 7.4 or Section 7.5, each of (i) the unpaid principal amount of and accrued interest on the Loans and all fees, expenses and indemnities payable hereunder and (ii) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent may, and upon the written request or with the written consent of the Required Lenders shall, by written notice to the Borrower, declare all or any portion of the amounts described in clauses (i) and (ii) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the members of the Borrower Group. Any amounts described in clause (ii) above which are unliquidated or contingent when received by the Administrative Agent, shall be held by the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent, to secure the Obligations, provided that the rights of the Administrative Agent under this sentence shall be subject to the provisions of the Intercreditor Agreement. Subject to the Intercreditor Agreement, nothing herein shall limit the right of the Administrative Agent, for the benefit of the Secured Parties, to exercise any other rights or remedies available to it or the Secured Parties at law or in equity, including without limitation all rights and remedies under the Collateral Documents and this Agreement. The Administrative Agent agrees that it will not issue any entitlement orders, directions and instructions with respect to any Blocked Account or the financial assets credited thereto until the occurrence and during the continuance of an Event of Default.

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ARTICLE VIII.

AGENTS

Section 8.1. Appointment.

A. Appointment of Agents. (i) DBAG is hereby appointed administrative agent and (ii) Canadian Imperial Bank of Commerce and Royal Bank of Canada are hereby appointed co-documentation agents, in each case under this Agreement and under the other Loan Documents. Each Term Loan Lender hereby authorizes the Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. The Agents each agree to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 8.1 are solely for the benefit of the Agents and the Term Loan Lenders. The Borrower shall have no rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each of the Agents shall act solely as an agent of the Term Loan Lenders for the Secured Parties and each Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the members of the Borrower Group.

B. Appointment of Supplemental Agents. It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

In the event that the Administrative Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Agent, (ii) the Administrative Agent shall have the right to remove any Supplemental Agent with or without cause at any time, and (iii) the provisions of this Section 8.1 and of Sections 9.2 and 9.3 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Agent, as the context may require.

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Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Agent so appointed for more fully and certainly vesting in and confirming to it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

Section 8.2. Powers and Duties; General Immunity.

A. Powers; Duties Specified. Each Term Loan Lender irrevocably authorizes the Administrative Agent to take such action on such Term Loan Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the other Loan Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. The Administrative Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Term Loan Lender; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

B. No Responsibility for Certain Matters. No Agent shall be responsible to any Term Loan Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Term Loan Lenders or by or on behalf of the Borrower to any Agent or any Term Loan Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower Group or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, no Agent shall have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

C. Exculpatory Provisions. None of the Agents nor any of their respective officers, directors, employees or agents shall be liable to the Term Loan Lenders for any action taken or omitted by any such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. The Agents shall be entitled to refrain from any act or the taking of any action (including the failure to take an action)

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in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.6) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without limiting the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the members of the Borrower Group), accountants, experts and other professional advisors selected by it and (ii) no Term Loan Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.6).

D. Agents Entitled to Act as Lender. The agencies hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its Term Loan, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder, and the term “Term Loan Lender” or the “Term Loan Lenders” or any similar term shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity as a Lender. Each Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with any member of the Borrower Group or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the members of the Borrower Group for services in connection with this Agreement and otherwise without having to account for the same to the Term Loan Lenders.

E. No Co-Documentation Agent and Co-Syndication Agent Duties. Notwithstanding anything to the contrary herein, the Co-Documentation Agents and the Co-Syndication Agents shall have no duties or obligations under this Agreement or the other Loan Documents.

Section 8.3. Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness.

Each Term Loan Lender represents and warrants to the Agents and each other Lender that it has made its own independent investigation of the financial condition and affairs of the members of the Borrower Group in connection with the making of the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the members of the Borrower Group. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Term Loan Lenders or to provide any Term Loan Lender with any credit or other information with

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respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Term Loan Lenders.

Section 8.4. Right to Indemnity.

Each Term Loan Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that each Agent shall not have been reimbursed by the Borrower or any member of the Borrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Term Loan Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Section 8.5. Successor Agents.

Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Term Loan Lenders and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Agent (provided that such successor is or simultaneously therewith becomes a Lender). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Section 8.6. Intercreditor Agreement, Collateral Documents and Subsidiary Guaranties.

Each Term Loan Lender hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Term Loan Lenders, to enter into the Intercreditor Agreement and each Collateral Document as secured party or beneficiary (as applicable), and each Term Loan Lender agrees to be bound by the terms of the Intercreditor Agreement and each Collateral Document; provided that the Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision of the Intercreditor Agreement or any Collateral Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement, the Intercreditor Agreement or the applicable Collateral Document), in each case without the prior consent of the Required Lenders (or, if required pursuant to Section 9.6, all the Term Loan Lenders); provided further, however,

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that, without further written consent or authorization from the Term Loan Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Subsidiary from its Guaranty Agreement to the extent all of the stock of such Subsidiary is sold in a transaction permitted under this Agreement or otherwise consented to by the Required Lenders in accordance with Section 9.6 (or by all Term Loan Lenders, if required by Section 9.6) or to the extent that such release is required by the Intercreditor Agreement, and (ii) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Required Lenders have otherwise consented in accordance with Section 9.6 (or to which all Term Loan Lenders have consented, if required by Section 9.6) or to the extent that such release is required by the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, and each Term Loan Lender hereby agree that (X) no Term Loan Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (Y) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Term Loan Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Term Loan Lenders (but not any Term Loan Lender or the Term Loan Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

Section 8.7. Application of Proceeds.

Following the occurrence of an Event of Default, subject to the provisions and effects of the Intercreditor Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant to the Collateral Documents, and any other cash at the time of such collection, sale or other realization held by or on behalf of the Administrative Agent under the Collateral Documents or this Section, shall be applied by the Administrative Agent in the following order or priority and, with the exception of clause (i) below, shall be based upon information furnished to the Administrative Agent by the appropriate Secured Party:

(i) first, to the payment of (a) all costs and expenses relating to the sale of the Collateral and the collection of all amounts owing hereunder (including reasonable attorneys’ fees and actual expenses and the reasonable compensation of the Administrative Agent for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, in each case, whether arising hereunder or under the Loan Documents), (b) all charges, expenses and advances incurred or made by the Administrative Agent in order to protect the Liens of the Collateral Documents or the security afforded thereby, (c) all liabilities (including those specified in clauses (a) and (b) immediately above) incurred by the Administrative Agent regardless of whether such liabilities arise out of the sale of Collateral or the collection of amounts owing hereunder and (d) all expenses owed to the Agents pursuant to Section 9.2 hereof,

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together with interest thereon at the rate per annum equal to the Default Rate computed on the basis of the actual number of days elapsed and a year of 360 days;

(ii) second, to the payment of accrued and unpaid interest on principal of the Obligations, ratably, in an amount necessary to make the Secured Parties current on interest on overdue principal due under the Loan Documents to the same proportionate extent as the other Secured Parties are then current on interest on overdue principal due under the Loan Documents;

(iii) third, to the payment to each of the Secured Parties of any accrued but unpaid commitment fees or other fees owed to such Person, pro rata in accordance with the amount of such unpaid fees owed to such Person;

(iv) fourth, to the payment to each of the Secured Parties of the remaining principal, premium, interest, fees and other Obligations owed to such Person, pro rata in accordance with the amount of principal, premium, interest, fees and other Obligations owed to such Person, to be applied by each such Person in accordance with the respective Loan Documents or Interest Rate Agreement pursuant to which such Obligations were incurred; and

(v) fifth, to such other Person or Persons as may be entitled thereto.

As used herein, “proceeds” of Collateral shall mean cash, Cash Equivalents, securities and other property realized in respect of, and distributions in kind of, Collateral, including any cash, securities and other property received under any reorganization, liquidation or adjustment of indebtedness of any member of the Borrower Group or any other issuer of or obligor on any of the Collateral.

ARTICLE IX.

MISCELLANEOUS

Section 9.1. Assignments and Participations in Loans.

A. General. Subject to Section 9.1.B, any Term Loan Lender shall have the right at any time to:

(i) sell, assign or transfer to any Eligible Assignee, or

(ii) sell participations to any Eligible Assignee or, with the approval of the Borrower (which shall not be unreasonably withheld or delayed) to any other Person in,

all or any part of its Commitments or any Loan or Loans made by it or participations therein or any other interest herein or in any other Obligations owed to it; provided that no such sale, assignment, transfer or participation shall, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify such sale, assignment, transfer or participation under the securities laws of any state; provided, further that no such sale, assignment or transfer described in clause (i) above shall be effective unless and until an Assignment

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Agreement effecting such sale, assignment or transfer shall have been accepted by and recorded by the Administrative Agent in the Register as provided in Section 9.1.B(ii). Except as otherwise provided in this Section 9.1, no Term Loan Lender shall, as between the Borrower and such Term Loan Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Commitments or the Loans or participations therein, or the other Obligations owed to such Term Loan Lender.

B. Assignments.

(i) Amounts and Terms of Assignments. The Term Loan or other Obligation may:

(a) be assigned in any amount to another Term Loan Lender, or to an Affiliate of the assigning Term Loan Lender or to another Term Loan Lender or to an Approved Fund, provided that notice of such assignment shall be given to the Borrower and the Administrative Agent in all instances except where the assigning Term Loan Lender remains authorized and entitled to receive all payments and to receive and provide all notices hereunder on behalf of such assignee Term Loan Lender, or

(b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Term Loan and other Obligations of the assigning Term Loan Lender) to any other Eligible Assignee (i) with the consent of the Borrower and the Administrative Agent (which consent shall not, in each such case, be unreasonably withheld or delayed), provided that the consent of the Borrower shall not be required with respect to any assignment by any of the Agents, in their capacities as Term Lenders, during the forty-five (45) day period commencing on the Closing Date, or (ii) upon the occurrence and during the continuance of an Event of Default or Potential Event of Default, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed).

(c) To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Term Loan Lender shall be relieved of its obligations with respect to the Term Loan or other Obligations or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (other than with respect to an assignment to an Affiliate of the assignor or to an Approved Fund with respect to the assignor) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.6.B. Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and

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obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Section 9.9) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Term Loan Lender’s rights and obligations under this Agreement, such Term Loan Lender shall cease to be a party hereto). If any such assignment occurs after the issuance of Term Loan Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Term Loan Note to the Administrative Agent for cancellation, and thereupon a new Term Loan Note shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit M hereto, as applicable, with appropriate insertions, to reflect the new ownership of the Term Loan of the assignee and the assigning Term Loan Lender.

(ii) Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in Section 9.1.B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to the Administrative Agent pursuant to Section 2.6.B, the Administrative Agent shall, if the Administrative Agent has consented to the assignment evidenced thereby (to the extent such consent is required pursuant Section 9.1.B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of the Administrative Agent to such assignment), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to the Borrower. An assignment shall not be effective until properly recorded in the Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by the Administrative Agent as provided in this Section 9.1.B(ii).

C. Participations. The holder of any participation, other than an Affiliate of the Term Loan Lender granting such participation, shall not be entitled to require such Term Loan Lender to take or omit to take any action hereunder except action directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation, (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation, or (iii) releasing all or substantially all of the Collateral, and all amounts payable by the Borrower hereunder (including amounts payable to such Term Loan Lender pursuant to Sections 2.5.D and 2.6) shall be determined as if such Term Loan Lender had not sold such participation. The Borrower and each Term Loan Lender hereby acknowledge and agree that, solely for purposes of Sections 9.4 and 9.5, (a) any participation will give rise to a direct obligation of the Borrower to the participant and (b) the participant shall be considered to be a “Term Loan Lender.”

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D. Pledges of Loans. In addition to the assignments and participations permitted under the foregoing provisions of this Section 9.1, any Term Loan Lender may assign and pledge all or any portion of its Loans, the other Obligations owed to such Term Loan Lender, and its Term Loan Notes (i) to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank, and/or (ii) with prior notification to the Administrative Agent (but without the consent of the Administrative Agent or the Borrower), to any trustee, collateral agent or creditor that is providing credit or credit support to such Term Loan Lender in support of its obligations to such trustee, such collateral agent or such creditor, as the case may be; provided that (i) no Term Loan Lender shall, as between the Borrower and such Term Loan Lender, be relieved of any of its obligations hereunder as a result of any such assignment and pledge, (ii) in no event shall such Federal Reserve Bank or such trustee, collateral agent or other creditor be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, and (iii) no such pledgee referred to in this paragraph shall have the right to become a Lender or to further transfer all or any portion of the Loans or other rights pledged to or granted to it, whether by means of foreclosure or otherwise, except in compliance with the assignment provisions (including any required consents and notices) set forth in this Agreement.

E. Information. Each Term Loan Lender may furnish any information concerning the members of the Borrower Group, the Loan Documents, and any related documents or information in the possession of that Term Loan Lender from time to time to assignees and participants (including prospective assignees and participants).

F. Representations of the Term Loan Lenders. Each Term Loan Lender hereby represents and warrants that it will make its Pro Rata Share of the Term Loan for its own account in the ordinary course of its business and without a view to distribution of such share of the Term Loan within the meaning of the Securities Act or the Exchange Act or other federal or state securities laws (it being understood that, subject to the provisions of this Section 9.1, the disposition of such Term Loan or any interests therein shall at all times remain within its exclusive control). Each Term Loan Lender that becomes a party hereto pursuant to an Assignment Agreement shall be deemed to agree that the representations and warranties of such Term Loan Lender contained in such Assignment Agreement are incorporated herein by this reference.

Section 9.2. Expenses.

Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly:

(i) all the actual and reasonable costs and expenses of negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto (whether or not such costs were incurred prior to or after the Closing Date);

(ii) all the costs of furnishing all opinions by counsel for the members of the Borrower Group, including any opinions requested by the Term Loan Lenders as to any legal matters arising hereunder and of the performance of and compliance by the member

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of the Borrower Group with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Loan Documents including with respect to confirming compliance with environmental, insurance and solvency requirements;

(iii) the reasonable fees, expenses and disbursements of counsel to any Agent in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower;

(iv) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Administrative Agent on behalf of the Secured Parties pursuant to any Collateral Document, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent may request in respect of the Collateral Documents or the Liens created pursuant thereto;

(v) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements) of any auditors, accountants or appraisers and any environmental or other consultants, any advisors and agents employed or retained by the Administrative Agent or any Supplemental Agent pursuant to this Agreement or any other Loan Document (including, without limitation, any financial advisor for the purpose of evaluating the projections and business plan of the Borrower Group or undertaking a valuation opinion and/or a liquidation analysis);

(vi) costs and expenses relating to the custody or preservation of any of the Collateral;

(vii) all other actual and reasonable costs and expenses incurred by the Agents in connection with the syndication of the Commitments; and

(viii) after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by each Agent and the Term Loan Lenders in enforcing any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings.

Section 9.3. Indemnity.

In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defend, indemnify, pay and hold harmless each Agent, the Lead Arrangers and the Term Loan Lenders, and the officers, directors, employees, agents and affiliates of each Agent, the Lead Arrangers

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and the Term Loan Lenders (collectively, the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction.

As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity as required by applicable Environmental Laws), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents, the Material Contracts, or the transactions contemplated hereby or thereby (including the Term Loan Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the use or intended use of any thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of any guaranty), (ii) the statements contained in the Commitment Letter delivered by any Term Loan Lender to the Borrower with respect thereto, or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of any member of the Borrower Group, but excluding any Environmental Claim to the extent arising solely as a result of the gross negligence of any Indemnitee during the course of any investigations of the Borrower Group’s sites or operations by such Indemnitee pursuant to Section 5.9.A of this Agreement.

To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Section 9.4. Set-Off; Security Interest in Deposit Accounts.

Subject to the last sentence of this Section 9.4, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Term Loan Lender is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply

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any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Term Loan Lender to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to that Term Loan Lender under this Agreement and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not (i) that Term Loan Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article VII and although said obligations and liabilities, or any of them, may be contingent or unmatured. The Borrower hereby further grants to the Administrative Agent and each Term Loan Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Term Loan Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Term Loan Lenders hereby agree among themselves that no Term Loan Lender shall exercise any right of setoff or banker’s lien, collect any payments due from any Loan Party hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.

Section 9.5. Ratable Sharing.

The Term Loan Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Term Loan Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Term Loan Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Term Loan Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other the Term Loan Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Term Loan Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Term Loan Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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Section 9.6. Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Agreement or of the Term Loan Notes, and no consent to any departure by the Borrower therefrom, shall in any event be effective without the written concurrence of the Required Lenders; provided that any such amendment, modification, termination, waiver or consent which:

(i) increases or decreases in the aggregate principal amount of the Term Loan (other than as a result of a waiver of an Event of Default);

(ii) changes in any manner the definition of “Pro Rata Shares” or the definition of “Required Lenders” or any provision to the extent that it provides for Term Loan to be made (or for indemnities or other obligations of the Term Loan Lenders to be shared) on a pro rata basis or for payments to be allocated on a pro rata basis;

(iii) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all the Term Loan Lenders;

(iv) postpones the scheduled final maturity date of any of the Term Loan;

(v) postpones the date on which any interest or any fees or other amounts are payable;

(vi) decreases the interest rate or the amount of interest borne by any of the Term Loan (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.2.E) or the amount of any fees or other amounts payable hereunder;

(vii) increases the maximum duration of Interest Periods permitted hereunder;

(viii) changes in any manner the provisions contained in Section 9.1 or this Section 9.6; or

(ix) releases or subordinates any Lien (other than in accordance with the Loan Documents) granted in favor of the Administrative Agent with respect to all or substantially all of the Collateral;

shall be effective only if evidenced by a writing signed by all of the Term Loan Lenders. In addition, notwithstanding anything else herein to the contrary, (i) no amendment, modification, termination or waiver of any provision of any Term Loan Note or of the amount of any Term Loan Commitment by a Term Loan Lender shall be effective without the written concurrence of the Term Loan Lender which is the holder of that Term Loan Note or which made such Term Loan Commitment, and (ii) no amendment, modification, termination or waiver of any provision of Article VIII or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent shall be effective without the written concurrence of the Administrative Agent. The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Term Loan Lender, execute

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amendments, modifications, waivers or consents on behalf of that Term Loan Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.6 shall be binding upon each Term Loan Lender at the time outstanding, each future Term Loan Lender and, if signed by the Borrower, on the Borrower.

Section 9.7. Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of an Event of Default or Potential Event of Default if such action is taken or condition exists.

Section 9.8. Notices.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing addressed to the respective party as set forth below or on Schedule 2.1 and may be personally served, telexed, or sent by telefacsimile, overnight courier service or United States mail and shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Eastern Standard Time or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, two days after delivery to such courier properly addressed; or (d) if delivered by United States mail, three Business Days after deposit in the United States mail, with postage prepaid and properly addressed; provided, however, that notices to the Administrative Agent shall not be effective until received.

If to the Administrative Agent, DBAG or DBSI:

c/o Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Telecopy: (212) 797-5692

If to the Borrower:

Switch & Data Holdings, Inc.

1715 N. Westshore Blvd., Suite 650

Tampa, FL 35607

Attention: Chief Financial Officer

Telecopy: (813) 207-7802

or to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section.

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Section 9.9. Survival of Representations, Warranties and Agreements.

A. All representations, warranties, covenants and agreements made herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the execution and delivery of this Agreement and the making of the Term Loan.

B. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Borrower set forth in Sections 2.5.D, 2.6, 9.2, 9.3 and 9.4 and the agreements of the Term Loan Lenders set forth in Sections 8.2.C, 8.4, and 9.5 shall survive the payment of the Term Loan and the reimbursement of any amounts drawn thereunder, and the termination of this Agreement.

Section 9.10. Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of any Agent or any Term Loan Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 9.11. Marshaling; Payments Set Aside.

Neither the Administrative Agent nor any Term Loan Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or the Term Loan Lenders (or to the Administrative Agent for the benefit of the Term Loan Lenders), or the Administrative Agent or the Term Loan Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Section 9.12. Severability.

In case any provision in or obligation under this Agreement or the Term Loan Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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Section 9.13. Obligations Several; Independent Nature of the Term Loan Lenders’ Rights.

The obligations of the Term Loan Lenders hereunder are several and no Term Loan Lender shall be responsible for the obligations or Commitments of any other Term Loan Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by the Term Loan Lenders pursuant hereto or thereto, shall be deemed to constitute the Term Loan Lenders as a partnership, an association, a Joint Venture or any other kind of entity. The amounts payable at any time hereunder to each Term Loan Lender shall be a separate and independent debt, and each Term Loan Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Term Loan Lender to be joined as an additional party in any proceeding for such purpose.

Section 9.14. Headings.

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 9.15. Governing Law; Entire Agreement.

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 9.16. Successors and Assigns.

This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Term Loan Lenders (it being understood that the Term Loan Lenders’ rights of assignment are subject to Section 9.1). None of the Borrower’s rights or obligations hereunder nor any interest therein may be assigned or delegated by the Borrower without the prior written consent of all the Term Loan Lenders.

Section 9.17. Consent to Jurisdiction and Service of Process.

All judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any other Loan Document, or any obligations thereunder, may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By executing and delivering this Agreement or an Assignment Agreement, each party irrevocably:

(i) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts;

(ii) waives any defense of forum non conveniens;

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(iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to its address provided in accordance with Section 9.8 or an Assignment Agreement;

(iv) with respect to the Borrower, agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over the Borrower in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect;

(v) with respect to the Borrower, agrees that the Term Loan Lenders retain the right to serve process in any other manner permitted by law or to bring proceedings against the Borrower in the courts of any other jurisdiction; and

(vi) agrees that the provisions of this Section 9.17 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law Section 5-1402 or otherwise.

Section 9.18. Waiver of Jury Trial.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 9.19. Limited Recourse.

There shall be full recourse to the members of the Borrower Group for the liabilities of the members of the Borrower Group under this Agreement and the other Loan Documents, but in no event shall any holder of any equity interest in the Parent (or any officer or director of such

109

holder or any officer or director of any member of the Borrower Group, in its capacity as such) be personally liable or obligated for such liabilities of the members of the Borrower Group except to the extent set forth in any Loan Document to which it is a party.

Section 9.20. Limitation of Liability.

No claim shall be made by the Borrower or any of its Affiliates against any of the Agents, the Lead Arrangers, any of the Term Loan Lenders or any of their Affiliates, directors, employees, attorneys or agents for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement, the other Loan Documents, the Material Contracts or any act or omission or event occurring in connection therewith, and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 9.21. Satisfaction.

Upon the indefeasible payment (whether in Cash and/or other consideration which is satisfactory to the Term Loan Lenders in their sole discretion) and performance in full of the Obligations and termination of all of the Commitments hereunder, and the termination of all Interest Rate Agreements to which any Secured Party is a party (i) each of the Collateral Documents and the security interest created thereby shall terminate and (ii) upon written request of the Borrower, the Administrative Agent shall execute and deliver to the Borrower, at the Borrower’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, all certificates, representations or evidences of the Pledged Shares (as defined in the Pledge Agreements) together with all other Pledged Collateral (as defined in the Pledge Agreements) held by the Administrative Agent under any of the Collateral Documents and such documents as the Borrower shall reasonably request to evidence such termination, and the Borrower shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s and the Secured Parties’ liabilities and Obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 9.22. Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. A facsimile of an executed counterpart shall have the same effect as the original executed counterpart.

Section 9.23. Confidentiality.

In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agents, the Issuing Bank and the Term Loan Lenders (each a “Recipient”), written information which is

110

identified to the Recipient in writing when delivered as confidential (such information, other than any such information which (i) was publicly available or otherwise known to the Recipient at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient, or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient shall maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to freely exchange such Confidential Information with current or prospective participants in, assignees of, or counterparties (or their advisors) to any swap, securitization or derivative transaction referencing the Recipient’s position herein, but the Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such prospective participant’s, assignee’s or counterparty’s entering into a written agreement as to confidentiality that is similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required or requested:

(i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities;

(ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation;

(iii) otherwise as required by law; or

(iv) in order to protect its interest or its rights or remedies hereunder or under the other Loan Documents.

(v) In the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

Notwithstanding anything herein to the contrary, the Administrative Agent and each Term Loan Lender may disclose to any Persons any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by this Agreement, and all materials of any kind, including opinions or other tax analyses, that are provided to the Administrative Agent or any Term Loan Lender relating to such tax treatment and tax structure.

Section 9.24. Amounts in Canadian Dollars; Judgment Currency.

(a) Any limitation or amount that is referred to herein with respect to the Canadian Subsidiaries that is denominated herein in Dollars which is received or paid by a Canadian Subsidiary in Canadian Dollars, including any distribution of income to another member of the Borrower Group that is to be included in the Consolidated Net Income of the Borrower and its Subsidiaries pursuant to clause (iii) of the definition of Consolidated Net Income, shall be valued for the purposes hereof at the Dollar Equivalent of such Canadian Dollar amount on the date that such amount is received or paid by such Canadian Subsidiary (i.e. with respect to the amounts

111

included in Consolidated Net Income pursuant to clause (iii) of the definition thereof, the Dollar Equivalent on the date of the payment of the applicable amount to another member of the Borrower Group).

(b) Borrower waives any right it may have in any jurisdiction to pay any amount with respect to the Obligations in a currency other than Dollars. Notwithstanding the foregoing, if, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent permitted by applicable Legal Requirements, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency on the Business Day preceding that on which final judgment is given. The obligations of the Borrower in respect of any sum due from them to the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that, on the Business Day following receipt thereof by the Administrative Agent, the Administrative Agent may in accordance with normal banking procedures purchase Dollars with such other currency in which judgment was rendered; if the amount of Dollars, so purchased exceeds the sum originally due to the Administrative Agent in the former currency, the Administrative Agent agrees to remit to the Borrower such excess.

Section 9.25. Intercreditor Arrangements.

The Borrower, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

Section 9.26. USA Patriot Act Notice.

Each Term Loan Lender and the Administrative Agent (for itself and not on behalf of any Term Loan Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub.L.107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Term Loan Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

[Remainder of page intentionally left blank]

112

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC., as Borrower
By:	/s/ George A. Pollock, Jr.
Name:	George A. Pollock, Jr.
Title:	Treasurer

Signature Page to Credit Agreement/Second Lien Facility

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:	/s/ Anca Trifan
Name:	Anca Trifan
Title:	Director
By:	/s/ Diane F. Rolfe
Name:	Diane F. Rolfe
Title:	Vice President
DEUTSCHE BANK SECURITIES, INC., as Lead Arranger
By:	/s/ Edward Bryant
Name:	Edward Bryant
Title:	Vice President
By:	/s/ Yvonne Preil
Name:	Yvonne Preil
Title:	Vice President

Signature Page to Credit Agreement/Second Lien Facility

BNP PARIBAS, as Co-Syndication Agent and Lead Arranger
By:	/s/ Ola Anderssen
Name:	Ola Anderssen
Title:	Director
By:	/s/ Stephanie Rogers
Name:	Stephanie Rogers
Title:	Vice President

Signature Page to Credit Agreement/Second Lien Facility

CANADIAN IMPERIAL BANK OF COMMERCE as Co-Documentation Agent
By:	/s/ George Knight
Name:	George Knight
Title:	Canadian Imperial Bank of Commerce Authorized Signatory

Signature Page to Credit Agreement/Second Lien Facility

ROYAL BANK OF CANADA as Co-Documentation Agent
By:	/s/ Mark Narbey
Name:	Mark Narbey
Title:	Authorized Signatory

Signature Page to Credit Agreement/Second Lien Facility

CIT LENDING SERVICES CORPORATION as Co-Syndication Agent
By:	/s/ Joseph Junda
Name:	Joseph Junda
Title:	Vice President

Signature Page to Credit Agreement/Second Lien Facility

LENDERS:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Anca Trifan
Name:	Anca Trifan
Title:	Director
By:	/s/ Diane F. Rolfe
Name:	Diane F. Rolfe
Title:	Vice President

Signature Page to Credit Agreement/Second Lien Facility

SCHEDULE 1.1.A

COLOCATION FACILITIES

No.	Entity Name	City
1.	Switch & Data AZ One LLC	Phoenix, AZ
2.	Switch & Data CA One LLC	Los Angeles, CA
3.	Switch & Data CA Two LLC	San Jose, CA
4.	Switch and Data CA Nine LLC	Palo Alto, CA
5.	Switch & Data CO One LLC	Englewood, CO
6.	Switch & Data FL One LLC	Miami, FL
7.	Switch & Data FL Two LLC	Tampa, FL
8.	Switch and Data FL Seven LLC	Miami, FL
9.	Switch & Data GA One LLC	Atlanta, GA
10.	Switch and Data GA Three LLC	Atlanta, GA
11.	Switch & Data IL One LLC	Chicago, IL
12.	Switch and Data IL Four LLC	Chicago, IL
13.	Switch & Data IN One LLC	Indianapolis, IN
14.	Switch & Data MA One LLC	Waltham, MA
15.	Switch & Data MI One LLC	Southfield, MI
16.	Switch & Data MO One LLC	St. Louis, MO
17.	Switch & Data MO Two LLC	Kansas City, MO
18.	Switch & Data NY One LLC	New York, NY
19.	Switch and Data NY Four LLC	Buffalo, NY
20.	Switch and Data NY Five LLC	New York, NY
21.	Switch & Data OH One LLC	Cleveland, OH
22.	Switch & Data PA Two LLC	Pittsburgh, PA
23.	Switch and Data PA Three LLC	Philadelphia, PA
24.	Switch and Data PA Four LLC	Philadelphia, PA
25.	Switch & Data TN Two LLC	Nashville, TN
26.	Switch and Data TX Five LP	Dallas, TX
27.	Switch & Data TX One LLC	Dallas, TX
28.	Switch & Data VA One LLC	Vienna, VA
29.	Switch & Data VA Two LLC	Reston, VA
30.	Switch and Data VA Four LLC	Vienna, VA
31.	Switch & Data WA One LLC	Seattle, WA
32.	Switch and Data WA Three LLC	Seattle, WA
33.	Switch & Data/NY Facilities Company LLC	New York, NY

Schedule 1.1.A-1

SCHEDULE 1.1.B

COLOCATION LEASES

No.	Entity	Address	Landlord	Lease Date
1.	Switch & Data AZ One LLC	3110 North Central Avenue Phoenix, AZ 85012	Mall SPE, LLC (subsidiary of Park Central Mall, LLC)	February 23, 2000
2.	Switch & Data CA One LLC	The Garland Center 1200 West 7th Street Lower Level 1-120 Los Angeles, CA 90071	Wells Fargo Bank	November 1, 1998
3.	Switch & Data CA Two LLC	534 Stockton Ave., 1st Floor San Jose, CA 95126-2430	Kosich Construction Co. LP	effective as of August 22, 1999
4.	Switch and Data CA Nine LLC	529 Bryant Street Palo Alto, CA 94301	529 Bryant Street Partners	January 31, 2005
5.	Switch & Data CO One LLC	9706 E. Easter Avenue, Suite 150 Englewood, CO 80112	9706 LLC	May 20, 2000
6.	Switch & Data FL One LLC	1 NE 1st Street, 5th Floor Miami, FL 33132	Metromall Partners, Ltd.	June 29, 1999
7.	Switch & Data FL Two LLC	655 N. Franklin Street, #1000 Tampa, FL 33602	TWC Fifty-Eight, Ltd.	December 15, 1999
8.	Switch & Data FL Four LLC	326 Fern Street 5th & 6th Floors West Palm Beach, FL 33401	TQ West Palm Beach LLC	August 31, 2000
9.	Switch and Data FL Seven LLC	36 NE 2nd Street, Suite 120 Miami, FL 33132	Global Miami Acquisition Company	May 1, 1999
10.	Switch & Data GA One LLC	56 Marietta Street, 6th Floor Atlanta, GA 30303	Colo Properties Atlanta LLC	May 7, 1999

Schedule 1.1.B-1

No.	Entity	Address	Landlord	Lease Date
11.	Switch and Data GA Three LLC	56 Marietta Street, 5th Flr Atlanta, GA 30303	Colo Properties Atlanta LLC	Original Lease January 13, 2002; Sublease March 13, 2003
12.	Switch & Data IL One LLC	427 S. LaSalle, 4th Fl #405 Chicago, IL 60605	427 S. LaSalle LLC	October 20, 1999
13.	Switch & Data IL Four LLC	600 South Federal Street Printer’s Square, Suite 700 Chicago, IL 60605	Waterton Printer’s Square LLC	March 1, 2002
14.	Switch & Data IN One LLC	701 West Henry Street Indianapolis, IN 46225	Indy Telcom Center, Inc.	November 5, 1999
15.	Switch & Data LA One LLC	1340 Poydras Street New Orleans, LA 70112	Continental Poydras Corp.	May 26, 2000
16.	Switch & Data MA One LLC	74-76 West Street Waltham, MA 02451-1110	Atlantic-Waltham Realty LLC	December 17, 1999
17.	Switch & Data MI One LLC	24660 Lahser Road Southfield, MI 48034-3239	Ten Lahser, LLC	December 30, 1999
18.	Switch & Date MO One LLC	210 N. Tucker Street, Suite 400 St. Louis, MO 63101	Bandwidth Exchange Buildings LLC	December 8, 1999
19.	Switch & Data MO Two LLC	1025 Grand Avenue Kansas City, MO 64106-2224	Historic Grand LLC	February 11, 2000
20.	Switch & Data NY One LLC	65 Broadway, 3rd Floor New York, NY 10006	65 Broadway Co., LLC	October 18, 1999
21.	Switch and Data NY Four LLC	350 Main Street Main Place Tower, Suite 1709 Buffalo, NY 14202	Loeb Partners Realty	350 Main St – February 14, 2001; 390 Main St – September 8, 2004
22.	Switch and Data NY Five LLC	60 Hudson Street, Suite 1904 New York, NY 10013	Hudson Telegraph Associates	16th Floor-March 30, 1990; 19th Floor – November __,1997

Schedule 1.1.B-2

No.	Entity	Address	Landlord	Lease Date
23.	Switch & Data OH One LLC	1255 Euclid Avenue Cleveland, OH 44115	Sterling Telecom Office Building LLC	February 24, 2000
24.	Switch & Data PA Two LLC	100 South Commons, #126 Pittsburgh, PA 15212	Allegheny Center Associates	June 21, 2000
25.	Switch and Data PA Three LLC	3701 Market Street Philadelphia, PA	3701 University City Science Center Associates, LP	September 1, 2000
26.	Switch and Data PA Four LLC	401 N. Broad Street Philadelphia, PA 19130	Callowhill Management, Inc./Benlo LLC	February     , 1998
27.	Switch & Data TN Two LLC	147 4th Avenue North Nashville, TN 37219	SunTrust Bank	July 25, 2000
28.	Switch & Data TX One LLC	4101 & 4107 Bryan St., 1st FL Dallas, TX 75204	Willow Building 3800, Ltd	effective as of July 1, 1999
29.	Switch & Data TX One LLC	4109 Bryan Street, 1st FL Dallas, TX 75204	Mrs. Rosie Ventura	April 18, 1999
30.	Switch and Data TX Five LP	1950 Stemmons Fway, Suite 1039A Dallas, TX 75207	Informant-Dallas, LP	March 13, 2003
31.	Switch and Data Toronto Ltd.	151 Front St., West, Suite 706 Toronto, ON M5J 2N1	151 Front Street West Holding Ltd.	December 19, 1995
32.	Switch & Data VA One LLC	8502-A Tyco Road, 1st Floor Vienna, VA 22182	Tyco Road Limited Partnership	May 4, 1999
33.	Switch & Data VA Two LLC	11513,11515,11517,11519 Sunset Hills Road Fairfax Co. Reston,VA 20190	Solus, LLC	November 1, 1999
34.	Switch and Data VA Four LLC	7990 Science Applications Ct. Vienna, VA 22182	Campus Point Realty Corporation II	September 10, 1999

Schedule 1.1.B-3

No.	Entity	Address	Landlord	Lease Date
35.	Switch & Data WA One LLC	Westin Bldg., 13th Floor 2001 Sixth Avenue Seattle, WA 98121	Sixth & Virginia Properties	June 23, 1999 (Expansion – May 24, 2000)
36.	Switch and Data WA Three LLC	2001 6th Avenue, Suite 1200 Seattle, WA 98121	Sixth & Virginia Properties	6th Ave –September 1, 1999 (original lease); 3rd Ave –March 23, 2004
37.	Switch & Data/NY Facilities Company LLC	111 8th Avenue, 5th & 15th Floor New York, NY 10011	111 Chelsea Commerce LP	June 30, 1998
38.	Switch & Data/NY Facilities Company LLC	111 8th Avenue, 7th Floor New York, NY	111 Chelsea Commerce LP	June 30, 1998

Schedule 1.1.B-4

SCHEDULE 1.1.D

PERMITTED INVESTMENTS

1) Investment in Subsidiaries and Unrestricted Subsidiaries.

2) Investments held in Securities Account shown on Schedule 4.6.

Schedule 1.1.D-1

SCHEDULE 1.1.E

PERMITTED LIENS

1. IKON Office Solutions/IOS Capital Copier Lease for the Tampa, Florida headquarters Financing Statement Form UCC-1 filed in Florida October 16, 2000. Copier lease expires 2005.

2. SunTrust Bank for specific equipment, property and assets scheduled for Nashville, TN site Form UCC-1 filed in Tennessee February 20, 2004 (permitted landlord lien).

3. Violet Realty, Inc. for the 350 Main Street Lease, Buffalo, NY Form UCC-1 filed in New York June 9, 2004 (permitted landlord lien).

4. Wells Fargo Financial Leasing for Switch & Data Facilities Company LLC filed in Delaware on November 12, 2002 for specific property (copier).

5. American Express Business Finance for Switch & Data Facilities Company LLC filed in Delaware on December 8, 2004 for certain equipment and property relating to specific lease agreement (for copier).

Schedule 1.1.E-1

SCHEDULE 2.1

TERM LOAN LENDERS’

TERM LOAN COMMITMENTS

Term Loan Lender	Term Loan Commitment
DEUTSCHE BANK AG NEW YORK BRANCH	$	45,000,000.00
Total:	$	45,000,000.00

Schedule 2.1-1

SCHEDULE 3.1.A

PLEDGED ACCOUNTS

None.

Schedule 3.1.A-1

SCHEDULE 3.1.B

BLOCKED ACCOUNTS

	Entity Name	Account Holder	Type	Account No.
1.	Switch and Data Management Company LLC	Wachovia Bank, N.A.	Operating Account	2000015215668

Schedule 3.1.B-1

SCHEDULE 4.1.C

CAPITAL STRUCTURE

Active Subsidiaries

No.	Company	Ownership	Relationship
1.	Switch & Data Holdings, Inc. (“SD Holdings”)	100% owned by SDFC Inc.	Borrower
2.	Switch & Data Facilities Company, Inc. (“SDFC Inc.”)	Parent Company	Parent Company
3.	Switch & Data AZ One LLC	100% owned by SDFC LLC	Restricted Subsidiary
4.	Switch & Data CA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
5.	Switch & Data CA Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
6.	Switch and Data CA Nine LLC	100% owned by SDOC LLC	Restricted Subsidiary
7.	Switch & Data CO One LLC	100% owned by SDFC LLC	Restricted Subsidiary
8.	Switch and Data Communications LLC	100% owned by SDOC LLC	Restricted Subsidiary
9.	Switch and Data Enterprises, Inc. (“SD Enterprises”)	100% owned by SD Holdings	Restricted Subsidiary
10.	Switch & Data Facilities Company LLC (“SDFC LLC”)	100% owned by SD Enterprises	Restricted Subsidiary
11.	Switch & Data FL One LLC	100% owned by SDFC LLC	Restricted Subsidiary
12.	Switch & Data FL Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
13.	Switch & Data FL Four LLC	100% owned by SDFC LLC	Restricted Subsidiary
14.	Switch and Data FL Seven LLC	100% owned by SDOC LLC	Restricted Subsidiary
15.	Switch & Data GA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
16.	Switch and Data GA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
17.	Switch & Data IL One LLC	100% owned by SDFC LLC	Restricted Subsidiary
18.	Switch and Data IL Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
19.	Switch and Data IL Five LLC	100% owned by SDOC LLC	Restricted Subsidiary
20.	Switch & Data IN One LLC	100% owned by SDFC LLC	Restricted Subsidiary
21.	Switch & Data LA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
22.	Switch & Data MA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
23.	Switch and Data Management Company LLC	100% owned by SD Enterprises	Restricted Subsidiary
24.	Switch & Data MI One LLC	100% owned by SDFC LLC	Restricted Subsidiary
25.	Switch & Data MO One LLC	100% owned by SDFC LLC	Restricted Subsidiary
26.	Switch & Data MO Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
27.	Switch & Data NY One LLC	100% owned by SDFC LLC	Restricted Subsidiary
28.	Switch & Data/NY Facilities Company LLC	100% owned by SDOC LLC	Restricted Subsidiary
29.	Switch and Data NY Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
30.	Switch and Data NY Five LLC	100% owned by SDOC LLC	Restricted Subsidiary
31.	Switch & Data OH One LLC	100% owned by SDFC LLC	Restricted Subsidiary
32.	Switch and Data Operating Company LLC (“SDOC”)	100% owned by SD Enterprises	Restricted Subsidiary
33.	Switch & Data PA Two LLC	100% owned by SDFC LLC	Restricted Subsidiary

Schedule 4.1.C-1

No.	Company	Ownership	Relationship
34.	Switch and Data PA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
35.	Switch and Data PA Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
36.	Switch & Data TN Two LLC	100% owned by SDFC LLC	Restricted Subsidiary
37.	Switch and Data Toronto Ltd.	100% owned by Switch and Data Enterprises Inc.	Restricted Subsidiary
38.	Switch and Data Dallas Holdings I LLC	100% owned by SDOC LLC	Restricted Subsidiary
39.	Switch and Data Dallas Holdings 11 LLC	100% owned by SDOC LLC	Restricted Subsidiary
40.	Switch & Data TX One LLC	100% owned by SDFC LLC	Restricted Subsidiary
41.	Switch and Data TX Five LP	•      Switch and Data Dallas Holdings 1 LLC holds 1% of the units as the General Partner •      Switch and Data Dallas Holdings II LLC holds 99% of the units as a limited partner	Restricted Subsidiary
42.	Switch & Data VA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
43.	Switch & Data VA Two LLC (“SD VA Two”)	100% owned by SDFC LLC	Restricted Subsidiary
44.	Switch and Date VA Four LLC	100% owned by SDOC LLC	Restricted Subsidiary
45.	Switch & Data WA One LLC	100% owned by SDFC LLC	Restricted Subsidiary
46.	Switch and Data WA Three LLC	100% owned by SDOC LLC	Restricted Subsidiary
47.	Switch & Data (Europe) ApS (“SD Europe”)	100% owned by SD Holdings	Unrestricted Subsidiary
48.	Telx Acquisition, Inc.	100% owned by SDOC LLC	Restricted Subsidiary

Defunct Subsidiaries

No.	Company
1.	ColoServ, LLC
2.	Switch & Data Acquisition Company, LLC
3.	Switch and Data Acquisition Company, Inc.
4.	Switch & Data AR One LLC
5.	Switch & Data AZ Two LLC
6.	Switch & Data CA Three LLC
7.	Switch & Data CA Four LLC
8.	Switch and Data CA Five LLC
9.	Switch & Data CA Six LLC
10.	Switch & Data CA Seven LLC
11.	Switch & Data CA Eight LLC
12.	Switch and Data CA Ten LLC
13.	Switch & Data CO Two LLC
14.	Switch & Data CT One LLC
15.	Switch & Data CT Two LLC
16.	Switch & Data CT Three LLC

Schedule 4.1.C-2

No.	Company
17.	Switch and Data Facilities Corp.
18.	Switch & Data Facilities (Milan) S.p.A.
19.	Switch & Data Facilities Site Two, L.P.
20.	SD Philadelphia LLC
21.	Switch and Data FL Three LLC
22.	Switch & Data FL Five LLC
23.	Switch & Data FL Six LLC
24.	Switch & Data GA Two LLC
25.	Switch & Data IA One LLC
26.	Switch and Data IL Two LLC
27.	Switch & Data IL Three LLC
28.	Switch & Data KY One LLC
29.	Switch & Data MI Two LLC
30.	Switch & Data MN One LLC
31.	Switch & Data NC One LLC
32.	Switch & Data NC Two LLC
33.	Switch & Data NE One LLC
34.	Switch & Data Nevada Holdings Inc.
35.	Switch & Data NJ One LLC
36.	Switch & DataNM One LLC
37.	Switch & Data NY Two LLC
38.	Switch & Data NY Three LLC
39.	Switch and Data NV One LLC
40.	Switch & Data OH Two LLC
41.	Switch and Data OH Three LLC
42.	Switch & Data OK One LLC
43.	Switch & Data OK Two LLC
44.	Switch & Data OR One LLC
45.	Switch and Data Southwest, Inc.
46.	Switch and Data TN One LLC
47.	Switch & Data TX Two LLC
48.	Switch & Data TX Three LLC
49.	Switch & Data TX Four LLC
50.	Switch and Data TX Six LLC
51.	Switch & Data Texas Holdings LLC
52.	Switch & Data Texas Partners, L.P.
53.	Switch & Data UT One LLC
54.	Switch & Data VA Three LLC
55.	Switch & Data WA Two LLC
56.	Switch & Date WI One LLC
57.	Switch & Data Facilities (Germany) GmbH

Schedule 4.1.C-3

No.	Company
58.	Switch and Data Facilities UK, Ltd
59.	LayerOne Acquisition, Inc.
60.	LayerOne Holdings, Inc.
61.	RACO LLC
62.	RACO International, Inc.
63.	RACO NYC, Inc.
64.	RACO Remote Access Company, Ltd,
65.	Remote Access of WNY, Inc.

Schedule 4.1.C-4

SCHEDULE 4.1.D

OPTIONS, WARRANTS, SPECIAL JUNIOR STOCK

Classes and Series

Common Stock

Series B Common Stock

Series B Convertible Preferred Stock

Series C Redeemable Preferred

Series D Redeemable Preferred Stock

Series D-l Preferred Stock

Series D-2 Preferred Stock

Series A Special Junior Stock

Series B Special Junior Stock

Series C Special Junior Stock

* Note the Series D redeemable Preferred Stock will be redeemed with the proceeds.

Warrants and Options

1. Warrants EXPIRED

2. Switch & Data Facilities Company, Inc. has issued the following options as of December 31, 2004:

Options	Options Holder	Number of Options Issued
2003 D-2 Preferred Stock	Employees as a group	274,635
Common	Employees as a group	1,674,915
Common	Founders as a group	750,000

3. The powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the classes and series of the Company’s capital stock set forth in the Fourth Amended and Restated Certificate of Incorporation.

Schedule 4.1.D-1

SCHEDULE 4.2

GOVERNMENT ACTIONS

1. Filing of Financing Statements in Appropriate Filing Offices

• See Schedule 4.15.A.

Schedule 4.2-1

SCHEDULE 4.4

CONTINGENT OBLIGATIONS, LIABILITIES AND TAXES

1. See Schedule 4.7 regarding ongoing litigation and potential liabilities with respect thereto.

2. See Schedule 4.9 regarding potential defaults under various leases and potential liabilities with respect thereto.

Schedule 4.4-1

SCHEDULE 4.6

TITLE TO PROPERTY; LIENS; REAL PROPERTY; ACCOUNTS

1. Real Property: See Schedule 4.9 for list of real estate leases.

2. Accounts.

	Entity Name	Account Holder	Type	Account No.
1.	Switch & Data Facilities Company, Inc.	Wachovia	Operating Account	2000006662000
2.	Switch & Data Holdings, Inc.	Wachovia	Operating Account	2000014833355
3.	Switch and Data Enterprises, Inc.	Wachovia	Operating Account	2000016871988
4.	Switch and Data Enterprises, Inc.	Wachovia	Positive Pay Account	2079900474121
5.	Switch and Data Enterprises, Inc.	Wachovia	Money Manager Trust	4050000207
6.	Switch and Data Management Company LLC	Wachovia	Operating Account	2000015215668
7.	Switch and Data Management Company LLC	Wachovia	Positive Pay Account	2079900470552
8.	Switch and Data Management Company LLC	Wachovia	FSA	2000022992330
9.	Switch and Data Operating Company LLC	Wachovia	Operating Account	2000014833342
10.	Switch and Data Operating Company LLC	Wachovia	Positive Pay Account	2079900471603
11.	Switch and Data Toronto Ltd.	RBC	USD Operating Cash Account	400-994-0
12.	Switch and Data Toronto Ltd.	RBC	USD Positive Pay Account	400-995-7
13.	Switch and Data Toronto Ltd.	RBC	CAD Operating Cash Account	103-743-1
14.	Switch and Data Toronto Ltd.	RBC	CAD Positive Pay Account	103-744-9
15.	Switch & Data Facilities Company LLC	Wachovia	Master Account -Operating	2000007273540
16.	Switch & Data Facilities Company LLC	Wachovia	Controlled Disbursement Account	2079940008829

Schedule 4.6-1

	Entity Name	Account Holder	Type	Account No.
17.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Europe (ApS). This account is denominated in US dollars	3001915827
18.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Berlin (ApS). This account is denominated in US dollars	3001915835
19.	Switch & Data (Europe) ApS	Danske Bank	Danske Bank account representing funds retained at Switch and Data Europe (ApS). This account is denominated in Danish Krone	3001915835

Schedule 4.6-2

SCHEDULE 4.7

LITIGATION; ADVERSE FACTS

No.	Entity Name	Location
1.	Switch & Data FL Four LLC	326 Fern Street 5th & 6th Floors West Palm Beach, FL 33401
2.	Switch & Data LA One LLC	1340 Poydras Street New Orleans, LA 70112

I. Continental Poydras Corporation v. Switch & Data LA One. L.L.C. a Delaware Limited Liability Company; Switch & Data Facilities Company LLC, a Delaware Limited Liability Company. Case No. 2001-17831

• Breach of Contract regarding lease agreement for our New Orleans, LA facility. Tenant notified landlord that it was terminating the lease due to landlord’s failure to reimburse tenant for tenant’s demolition costs which costs tenant claimed were reimbursable under the lease. Plaintiff denies tenant had a right to terminate the lease and is seeking damages for tenant’s alleged lease default. SDFC guarantied tenant’s obligations under the lease up to a maximum amount of 1,000,000. Tenant answered and counterclaimed for reimbursement of demolition costs in the approximate amount of $350,000. Plaintiff offered to settle its claim for $530,000. After being dormant for about a year, Plaintiff filed some discovery requests in the Fall of 2003 and SDFC replied. No additional activity has occurred. It is believed that the discovery request was simply to keep from being dismissed for lack of prosecution. Louisiana court should dismiss for lack of prosecution in three years or August 2006.

II. Joseph H. Suppers. Jr., et al v Switch & Data FL Four LLC, Switch & Data Facilities Company LLC, a Delaware Limited Liability Company, et al., Case No. CA02-5293AF

• Breach of Contract regarding lease agreement for a proposed facility in West Palm Beach, FL. Plaintiff is seeking judgment against tenant and a number of related entities and persons for tenant’s lease default and alleged fraudulent conduct for damages in excess of $15,000,000. SDFC did not guaranty the lease. Plaintiff is seeking to pierce the limited liability company veil and hold SDFC liable for alleged fraudulent conduct. Plaintiff sold the building for substantially more than the purchase price in the summer of 2005. The Fourth Amended Complaint was filed September 22, 2005. Discovery is proceeding and Switch and Data is filing numerous dispositive motions. Trial would likely be scheduled in the summer of 2006 if the parties are unable to reach a reasonable settlement.

III. See Schedule 4.9 regarding potential defaults under various leases.

Schedule 4.7-1

SCHEDULE 4.9

MATERIAL CONTRACTS

Real Estate Leases

Sec Schedule 1.1.B.

Master Service Agreements (total contract value > $3 million) *

No.	S&D Customer	Contract Value Remaining
1	KMC Telecom	$4,062,000 (October 2005 forward)
2	DirecTV

* Total contract value is determined by multiplying the monthly recurring license revenue by the number of months specified in the contract. These contract values are based on all service orders under the MSA.

Other Agreements (total contract value > $3 million)

1. The Palo Alto construction contract.

Defaults under Material Contracts

1. See Litigation Schedule 4.7, which refers to various leases under which defaults may exist.

2. In July 2002, Switch & Data received a notice from the landlord under the Pittsburgh. Pennsylvania lease noting a default by Switch & Data PA Two LLC for failure to make certain improvements required by the lease. To date, landlord has taken no further action.

Schedule 4.9-1

SCHEDULE 4.9.B

SPECIFIED MATERIAL CONTRACTS

Real Estate Leases

See Schedule 1.1.B.

Master Service Agreements (total contract value > $3 million) *

No.	S&D Customer	Contract Value Remaining
1	KMC Telecom	$4,062,000 (October 2005 forward)
2	DirecTV

* Total contract value is determined by multiplying the monthly recurring license revenue by the number of months specified in the contract. These contract values are based on all service orders under the MSA.

Schedule 4.9.B-1

SCHEDULE 4.12

LABOR MATTERS

None.

Schedule 4.12-1

SCHEDULE 4.13

BROKER’S FEES

None.

Schedule 4.13-1

SCHEDULE 4.14

ENVIRONMENTAL MATTERS

None.

Schedule 4.14-1

SCHEDULE 4.15.A

FILINGS AND OTHER ACTIONS

I. Initial UCC-1 Financing Statements filed with respect to the various Loan Parties in the referenced jurisdictions

1. Switch & Data Facilities Company, Inc.

Initial Financing Statement naming Switch & Data Facilities Company, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

2. Switch & Data Holdings, Inc.

Initial Financing Statement naming Switch & Data Holdings, Inc., as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

3. Switch and Data Enterprises, Inc.

Initial Financing Statement naming Switch and Data Enterprises, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

4. Switch & Data Facilities Company LLC

Initial Financing Statement naming Switch & Data Facilities Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

5. Switch and Data Operating Company LLC

Initial Financing Statement naming Switch and Data Operating Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

6. Switch and Data Management Company LLC

Initial Financing Statement naming Switch and Data Management Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

7. Switch and Data Communications LLC

Initial Financing Statement naming Switch and Data Communications, LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

Schedule 4.15.A-1

8. Switch & Data AZ One LLC

Initial Financing Statement naming Switch & Data AZ One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

9. Switch & Data CA One LLC

Initial Financing Statement naming Switch & Data CA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

10. Switch & Data CA Two LLC

Initial Financing Statement naming Switch & Data CA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

11. Switch and Data CA Nine LLC

Initial Financing Statement naming Switch and Data CA Nine LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

12. Switch & Data CO One LLC

Initial Financing Statement naming Switch & Data CO One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

13. Switch & Data FL One LLC

Initial Financing Statement naming Switch & Data FL One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

14. Switch & Data FL Two LLC

Initial Financing Statement naming Switch & Data FL Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

15. Switch & Data FL Four LLC

Initial Financing Statement naming Switch & Data FL Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-2

16. Switch and Data FL Seven LLC

Initial Financing Statement naming Switch and Data FL Seven LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

17. Switch & Data GA One LLC

Initial Financing Statement naming Switch & Data GA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

18. Switch and Data GA Three LLC

Initial Financing Statement naming Switch and Data GA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

19. Switch & Data IL One LLC

Initial Financing Statement naming Switch & Data IL One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

20. Switch and Data IL Four LLC

Initial Financing Statement naming Switch and Data IL Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

21. Switch and Data IL Five LLC

Initial Financing Statement naming Switch and Data IL Five LLC as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Texas.

22. Switch & Data IN One LLC

Initial Financing Statement naming Switch & Data IN One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

23. Switch & Data LA One LLC

Initial Financing Statement naming Switch & Data LA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-3

24. Switch & Data MA One LLC

Initial Financing Statement naming Switch & Data MA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

25. Switch & Data MI One LLC

Initial Financing Statement naming Switch & Data MI One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

26. Switch & Data MO One LLC

Initial Financing Statement naming Switch & Data MO One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

27. Switch & Data MO Two LLC

Initial Financing Statement naming Switch & Data MO Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

28. Switch & Data NY One LLC

Initial Financing Statement naming Switch & Data NY One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

29. Switch and Data NY Four LLC

Initial Financing Statement naming Switch and Data NY Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

30. Switch and Data NY Five LLC

Initial Financing Statement naming Switch and Data NY Five LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

31. Switch & Data/NY Facilities Company LLC

Initial Financing Statement naming Switch & Data/NY Facilities Company LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-4

32. Switch & Data OH One LLC

Initial Financing Statement naming Switch & Data OH One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

33. Switch & Data PA Two LLC

Initial Financing Statement naming Switch & Data PA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

34. Switch and Data PA Three LLC

Initial Financing Statement naming Switch and Data PA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

35. Switch and Data PA Four LLC

Initial Financing Statement naming Switch and Data PA Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

36. Switch & Data TN Two LLC

Initial Financing Statement naming Switch & Data TN Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

37. Switch & Data TX One LLC

Initial Financing Statement naming Switch & Data TX One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

38. Switch and Data TX Five LP

Initial Financing Statement naming Switch and Data TX Five LP, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

39. Switch and Data Dallas Holdings I LLC

Initial Financing Statement naming Switch and Data Dallas Holdings I LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

Schedule 4.15.A-5

40. Switch and Data Dallas Holdings II LLC

Initial Financing Statement naming Switch and Data Dallas Holdings II LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

41. Switch & Data VA One LLC

Initial Financing Statement naming Switch & Data VA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

42. Switch & Data VA Two LLC

Initial Financing Statement naming Switch & Data VA Two LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

43. Switch and Data VA Four LLC

Initial Financing Statement naming Switch and Data VA Four LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

44. Switch & Data WA One LLC

Initial Financing Statement naming Switch & Data WA One LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

45. Switch and Data WA Three LLC

Initial Financing Statement naming Switch and Data WA Three LLC, as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

46. Telx Acquisition. Inc.

Initial Financing Statement naming Telx Acquisition, Inc. as debtor and Deutsche Bank AG New York Branch, as Administrative Agent, as secured party, filed in the office of the Secretary of State of the State of Delaware.

II. Delivery to the Administrative Agent, on behalf of the Secured Parties, of the following certificated equity interests:

1. All of Switch & Data Facilities Company, Inc.’s equity interests in Switch & Data Holdings, Inc.

Schedule 4.15.A-6

2. All of Switch & Data Holdings, Inc.’s equity interests in Switch & Data Enterprises Inc.

3. All of Switch & Data Enterprises Inc.’s equity interests in the following entities:

• Switch & Data Facilities Company LLC

• Switch and Data Operating Company LLC

• Switch and Data Management Company LLC

4. All of Switch & Data Facilities Company LLC’s equity interests in the following entities:

•      Switch & Data AZ One LLC

•      Switch & Data CA One LLC

•      Switch & Data CA Two LLC

•      Switch & Data CO One LLC

•      Switch & Data FL One LLC

•      Switch & Data FL Two LLC

•      Switch & Data FL Four LLC

•      Switch & Data GA One LLC

•      Switch & Data IL One LLC

•      Switch & Data IN One LLC

•      Switch & Data LA One LLC

•      Switch & Data MA One LLC

•      Switch & Data MI One LLC

•      Switch & Data MO One LLC

•      Switch & Data MO Two LLC

•      Switch & Data NY One LLC

•      Switch & Data OH One LLC

•      Switch & Data PA Two LLC

•      Switch & Data TN Two LLC

•      Switch & Data TX One LLC

•      Switch & Data VA One LLC

•      Switch & Data VA Two LLC

•      Switch & Data WA One LLC

5. All of Switch and Data Operating Company LLC’s equity interests in the following:

• Switch and Data CA Nine LLC

• Switch and Data/NY Facilities Company LLC

• Switch and Data VA Four LLC

• Switch and Data WA Three LLC

• Switch and Data GA Three LLC

• Switch and Data Dallas Holdings I LLC

• Switch and Data Dallas Holdings II LLC

• Switch and Data PA Three LLC

• Switch and Data PA Four LLC

• Switch and Data FL Seven LLC

• Switch and Data Communications LLC

• Switch and Data IL Four LLC

• Switch and Data IL Five LLC

• Switch and Data NY Four LLC

• Switch and Data NY Five LLC

• Telx Acquisition, Inc.

6. All of Switch and Data Dallas Holdings I LLC’s equity interests in Switch and Data TX Five L.P.

7. All of Switch and Data Dallas Holdings II LLC’s equity interests in Switch and Data TX Five L.P.

Schedule 4.15.A-7

III. Control Agreements or Blocked Account Agreements

See Schedule 3.1 A and Schedule 3.1B and Schedule 4.6 for accounts in which security interests are perfected by Control Agreements or Blocked Account Agreements.

IV. Intellectual Property

Certain filings must be made with the USPTO to perfect an interest in the trademarks.

Schedule 4.15.A-8

SCHEDULE 4.15.D

CHIEF EXECUTIVE OFFICES

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
1.	Switch and Data Operating Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
2.	Switch and Data Management Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
3.	Switch and Data Enterprises, Inc.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607	Delaware
4.	Switch & Data Holdings, Inc.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
5.	Switch & Data Facilities Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
6.	Switch & Data AZ One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	3110 North Central Avenue Phoenix, AZ 85012	Delaware
7.	Switch & Data CA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	The Garland Center 1200 West 7th Street, Lower Level 1-120 Los Angeles, CA 90071	Delaware
8.	Switch & Data CA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	534 Stockton Ave., 1st Floor San Jose, CA 95126-2430	Delaware
9.	Switch and Data CA Nine LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	529 Bryant Street Palo Alto, CA 94301	Delaware

Schedule 4.15.D-1

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
10.	Switch and Data Communications LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	2323 Bryan Street, Suite 1400 Dallas, TX 75201	Texas
11.	Switch & Data CO One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	9706 E. Easter Avenue, Suite 150 Englewood, CO 80112	Delaware
12.	Switch & Data Dallas Holdings I LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
13.	Switch & Data Dallas Holdings II LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Delaware
14.	Switch & Data FL One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1 NE 1st Street, 5th Floor Miami, FL 33132	Delaware
15.	Switch & Data FL Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	655 N. Franklin Street, #1000 Tampa, FL 33602	Delaware
16.	Switch & Data FL Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	326 Fern St, 5th and 6th Floors, West Palm Beach, FL 33401	Delaware
17.	Switch and Data FL Seven LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	36 NE Second Street, Suite 100 Miami, FL 33132	Texas
18.	Switch & Data GA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	56 Marietta Street, 6th Floor Atlanta, GA 30303	Delaware
19.	Switch and Data GA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	56 Marietta Street, 5th and 7th Floors Atlanta, GA 30303	Delaware

Schedule 4.15.D-2

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
20.	Switch & Data IL One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	427 S. LaSalle, 4th Floor, #405 Chicago, IL 60605	Delaware
21.	Switch and Data IL Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	600 South Federal Street Printer’s Square, Suite 700 Chicago, IL 60605	Delaware
22.	Switch and Data IL Five LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	717 Southwells Street, Suite 700 Chicago, IL (Fomer Lease Assigned)	Texas
23.	Switch & Data IN One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	701 West Henry Street Indianapolis, IN 46225	Delaware
24.	Switch & Data LA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1340 Poydras St., New Orleans, LA 70112	Delaware
25.	Switch & Data MA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	74-76 West Street Waltham, MA 02451-1110	Delaware
26.	Switch & Data MI One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	24660 Lahser Road Southfield, MI 48034-3239	Delaware
27.	Switch & Data MO One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	210 N. Tucker Street, Suite 400 St. Louis, MO 63101	Delaware
28.	Switch & Data MO Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1025 Grand Avenue Kansas City, MO 64106-2224	Delaware
29.	Switch & Data NY One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	65 Broadway, 3rd Floor New York, NY 10006	Delaware

Schedule 4.15.D-3

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
30.	Switch & Data/NY Facilities Company LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	111 8th Avenue New York, NY	Delaware
31.	Switch and Data NY Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	350 Main Street Main Place Tower, Suite 1709 Buffalo, NY 14202	Delaware
32.	Switch and Data NY Five LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	60 Hudson Street, Suite 1904 New York, NY 10013	Delaware
33.	Switch & Data OH One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1255 Euclid Avenue Cleveland, OH 44115	Delaware
34.	Switch & Data PA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Alleghany Center Office Concourse Plaza Level Pittsburgh, PA 15212	Delaware
35.	Switch and Data PA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	3701 Market Street, 5th Floor Philadelphia, PA	Delaware
36.	Switch and Data PA Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	401 North Broad Street, 9th Floor Philadelphia, PA 19108	Delaware
37.	Switch & Data TN Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	147 Fourth Ave. N., 8th Fl., Nashville, TN 37219	Delaware
38.	Switch and Data Toronto Ltd.	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	151 Front Street West, Suite 706 Toronto, ON M5J 2N1, Canada	Ontario, Canada
39.	Switch & Data TX One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	4101 & 4107 Bryan St., 1st Floor Dallas, TX 75204	Delaware

Schedule 4.15.D-4

No.	Company	Chief Executive Office	Principal Place of Business	Jurisdiction of Formation
40.	Switch and Data TX Five LP	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	1950 Stemmons Fway, Suite 1039A Dallas, TX 75207	Delaware
41.	Switch & Data VA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	8502-A Tyco Road, 1st Floor Vienna, VA 22182	Delaware
42.	Switch & Data VA Two LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	11513, 11515, 11517, 11519 Sunset Hills Road Fairfax Co. Reston, VA 20190	Delaware
43.	Switch and Data VA Four LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	7990 Science Application Ct. Vienna, VA 22182	Delaware
44.	Switch & Data WA One LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	Westin Bldg., 13th Floor 2001 Sixth Avenue Seattle, WA 98121	Delaware
	Switch and Data WA Three LLC	1715 N. Westshore Blvd., Suite 650 Tampa, FL 33607	2001 6th Avenue, Suite 1200 Seattle, WA 98121	Delaware
	Switch & Data (Europe) ApS	Copenhagen	Copenhagen	Denmark
	Telx Acquisition, Inc.	1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607	1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607	Delaware

Schedule 4.15.D-5

SCHEDULE 4.17

INTELLECTUAL PROPERTY

Owner	Registered servicemarks	Date Reg. New
Switch & Data Facilities Company LLC	“SINGLECNXT” (Reg. No. 2,777,927)	10/28/2003
Switch and Data Operating Company LLC	The “PAIX orbital X logo” (Reg. No. 2,680,021)	01/28/2003
Switch and Data Operating Company LLC	“PAIX” (Reg. No. 2,812,118)	02/10/2004
Switch & Data Facilities Company, Inc.	“SECURE CO-LOCATION POWERED BY CHOICE” (Reg. No. 2,705,900)	04/15/2003
Switch & Data Facilities Company, Inc.	“SELECTCONNECT” (Reg. No. 2,627,283)	10/01/2002
Switch & Data Holdings, Inc.	“SWITCH AND DATA” (Reg. No. 2,984,759)	08/16/2005
Switch & Data Facilities Company, Inc.	“IP EXCHANGE CENTER” (Reg. No. 2,574,692)	05/28/2002
Switch & Data Facilities Company, Inc.	“TECHSMART” (Reg. No. 2,569,329)	05/14/2002
Switch & Data Facilities Company, Inc.	“IPEC” (Reg. No. 2,687,833)	02/18/2003

Pending Service Marks

1. “Switch and Data” (International Class 42)

2. “We are the Net of the Internet”

Common Law Trademarks

1. “Peering by PAIX and the associated logo

2. “Secure.Reliable.Neutral.Connected”

3. “MetroPAIX”

4. “Virtual Network Interconnect”

5. “Switch & Data Facilities Company”

6. “Switch and Data”

Domain Names

1. “PAIX.net”

Schedule 4.17-1

2. “Peering.com”

3. “Peering.net”

4. “Peering.org”

5. “switchfacilities.com”

6. “sdfc.net”

7. “switchanddata.com”

8. “singleconnect.net”

Schedule 4.17-2

SCHEDULE 5.6

INSURANCE

Policy	Carrier	Policy Number	Policy Limits	Deductible
Package Policy	St. Paul Fire & Marine	TE06401941	Property Blanket Contents $127,566,809 Blanket Building $1,000,000 General Liability Aggregate $2,000,000 Per Occurrence $1,000,000	$75,000
Canadian Package	St. Paul Fire & Marine	UXCPC70249	Contents $2,788,920 Business Income $6,796,847 General Liability Aggregate $2,000,000 Per Occurrence $1,000,000	$10,000
Umbrella	St. Paul Fire & Marine	TE06401941	Per Occurrence and Aggregate $10,000,000	Self Insured Retention $10,000
Excess Umbrella	United National Insurance Company	TBD	$5,000,000 Excess of $10,000,000
Excess Umbrella	St. Paul Travelers	QI06400186	$5,000,000 Excess of $15,000,000
Workers Compensation	St. Paul Fire & Marine	WVA6403437	Employers Liability Limits $500,000/$500,000/$500,000
Pollution	Commerce & Industry	FPL37767132	$1,000,000 Each Loss $1,000,000 Each Policy Period	$5,000 Each Incident
Crime	National Union	3592301	Employee Theft $1,000,000 Loss In/Outside Premises $500,000	Employee Theft $10,000 Loss In/Outside Premises $5,000
Fiduciary	Federal Insurance Company	81851978	$2,000,000 Each Loss $2,000,000 Each Policy Period	$5,000 Each Claim
Directors & Officers	Navigators Insurance Company	NY04D0L872500NV	$5,000,000 Each Claim and Aggregate	$ 100,000 Each Insured Entity Claims $100,000 Each Securities Claims
Excess Directors and Officers	US Fire Insurance Company	55500017004	$5,000,000 Follows Form
Employment Practices Liability	Illinois Union Insurance Company	BMEI2013970	$5,000,000 Each Claim and Policy Aggregate	$25,000 Each Claim

Schedule 5.6-1

Employee Plans	Provider
Health	Aetna
Dental	MetLife
Vision	Allied Eyecare
401K	American United Life Insurance Company
FSA	ADP
Life and Accident Death and Dismemberment	The Standard
Short Term Disability	The Standard
Long Term Disability	The Standard

Schedule 5.6-2

SCHEDULE 6.1

INDEBTEDNESS

Guarantees by Switch & Data Facilities Company LLC

Entity	Guarantee Amount	Guarantee Party - Landlord
Switch & Data IL One, LLC	Unconditional guarantee of all obligations	427 S. LaSalle LLC
Switch & Data LA One LLC	Payment of rent for original 10 year term of lease - maximum $1,000,000.	Continental Poydras Corp.
Switch & Data MI One, LLC	Full obligations of the lease	Ten Lahser, LLC

Guarantees by Switch & Data Facilities Company, Inc.

Entity	Guarantee Amount	Guarantee Party - Landlord
Switch and Data CA Nine, LLC	All lease obligations	529 Bryant St. Partners L.P.
Switch and Data VA Four, LLC	All lease obligations	Campus Point Realty Corporation II

Guarantees by Switch and Data Operating Company LLC

Entity	Guarantee Amount	Guarantee Party - Landlord
Switch and Data TX Five LP	$750,000 for 36 months subject to earlier reduction if EBITDA targets met (expires March 13, 2006)	1950 Stemmons Asset Acquisition I, L.P. (Informart - Dallas)

Preferred Stock of Switch & Data Facilities Company, Inc.

US intercompany debt

All US intercompany debt eliminates upon consolidation.

Schedule 6.1-1

SCHEDULE 6.6

FINANCIAL COVENANTS

Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter set forth below, the Consolidated Leverage Ratio shall not exceed the ratios set forth below:

Fiscal Quarter Ending	Ratio
December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007	4.80 to 1.00
June 30, 2007	4.50 to 1.00
September 30, 2007	4.25 to 1.00
December 31, 2007	4.00 to 1.00
March 31, 2008	3.75 to 1.00
June 30, 2008	3.50 to 1.00
September 30, 2008, and December 31, 2008	3.25 to 1.00
March 31, 2009	3.00 to 1.00
June 30, 2009 and thereafter	2.75 to 1.00

Schedule 6.6-1

SCHEDULE 6.12

TERMINATION OF MATERIAL CONTRACTS

KMC has given notice that they will not be renewing their contracts as they expire.

And any other Material Contract that expires pursuant to it own terms.

Schedule 6.12-1

EXHIBIT A

[FORM OF ASSIGNMENT AGREEMENT]¹

Date             ,         

This Assignment Agreement (this “Assignment”), is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each an] “Assignor”) and [the] [each] Assignee identified in [item 2] [item 3] below ([the] [each an] “Assignee”). [It is understood and agreed that the rights and obligations of such Assignee [Assignor] hereunder are several and not joint.] Capitalized terms used herein but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases and assumes from [the] [each such] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (the “Assigned Interest”). [Each] [Such] sale and assignment is without recourse to [the] [each such] Assignor and, except as expressly provided in this Assignment, without representation or warranty by [the] [each such] Assignor.

1.      Assignor:	__________________________
[2.    Assignee:	__________________________]2
[2][3].Credit Agreement:	Credit Agreement, dated as of October 13, 2005, among Switch & Data Holdings, Inc., a Delaware corporation, the financial institutions from time to time party thereto as term loan lenders, Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, and others party thereto.

¹ This Form of Assignment Agreement should be used by for an assignment to or from a single Assignee or to or from funds managed by the same or related investment managers.

² Item 1 and Item 2 should be filled in as appropriate. In the case of an assignment to or from funds managed by the same or related investment managers, the Assignees or Assignors should be listed in bracketed item 3 as applicable.

Exhibit A-1

[3. Assigned Interest:³

Assignee	Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned
[Name of Assignee]		________	________
[Name of Assignee]		________	________

[4. Assigned Interest:⁴

Facility assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned
	$	$

Effective Date                      , 200    

³ Insert this chart if this Form of Assignment Agreement is being used for assignment to or from funds managed by the same or related investment managers.

⁴ Insert this chart if this Form of Assignment Agreement is being used by a Lender for an assignment to a single Assignee.

Exhibit A-2

ASSIGNOR INFORMATION

Payment Instructions:
	Reference:
Notice Instructions:
	Reference:
ASSIGNEE INFORMATION
Payment Instructions:
	Reference:
Notice Instructions:
	Reference:

Exhibit A-3

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR		ASSIGNEE
[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]5
By:		By:
	Name:		Name:
	Title:		Title:

[Additional Signature lines as necessary]		[Additional Signature lines as necessary]
By:		By:
	Name:		Name:
	Title:		Title:

[Consented to and]6Accepted:
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:
	Name:
	Title:

By:
	Name:
	Title:

SWITCH & DATA HOLDINGS, INC.6,
By:
	George A. Pollock, Jr.
	Treasurer

⁵ Add additional signature blocks, as needed, if this Form of Assignment Agreement is being used by funds managed by the same or related investment managers.

⁶ Insert only if assignment is being made to an Assignee other than an Affiliate or another Term Loan Lender or an Approved Fund, unless (a) during the forty-five (45) day period following the Closing Date or (b) after the occurrence or during the continuance of an Event of Default or Potential Event of Default.

Exhibit A-4

ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

ANNEX I

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1. Assignor. [Each] [The] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document delivered pursuant thereto, other than this Assignment, or any collateral thereunder, (iii) the financial condition of the Company or any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documents.

1.2. Assignee. [Each] [The] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision and (v) has sent to Company if required to be delivered to Company or attached to this Assignment if required to be delivered to Administrative Agent any documentation required to be delivered by it to Company and/or Administrative Agent pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the] [each such] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan

Exhibit A-5

Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payment. Subject to the terms of the Credit Agreement, from and after the Effective Date, the Administrative Agent shall make all payment in respect to the Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [each such] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions, This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

Exhibit A-6

EXHIBIT B

[FORM OF CERTIFICATE REGARDING NON-BANK STATUS]

[Letterhead of Non-US Lender]

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Ladies and Gentlemen:

This Certificate Regarding Non-Bank Status is delivered to you pursuant to Section 2.6.B(iii) of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Certificate Regarding Non-Bank Status shall have the meaning assigned to them in the Credit Agreement. [Insert Name of Non-U.S. Lender] (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.7.B(iii) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants as follows:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Term Loans or the obligations evidenced by Term Loan Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a “bank” for purposes of Section 881 (c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non- U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

Exhibit B-1

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements.

3. The Non-U.S. Lender is not a 10 percent shareholder of either Borrower within the meaning of Section 881(c)(3)(B) of the Code.

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881 (c)(3)(C) of the Code.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate Regarding Non-Bank Status by its respective authorized representative as of the day and year first above written.

[INSERT NAME OF NON-U.S. LENDER]

By:

Name:

Title:

Exhibit B-2

EXHIBIT C

[FORM OF CLOSING DATE CERTIFICATE]

[Letterhead of Borrower]

Certificate Date:                          , 2005

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Financial Officer’s Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as Term Loan Lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Closing Date Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Officer], am the [Insert Title] of the Borrower. I am delivering this Closing Date Certificate pursuant to Section 3.1.Q of the Credit Agreement and do hereby certify on behalf of the Borrower, as of Closing Date, as follows:

(1) all representations and warranties made by the Borrower in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(2) after due inquiry and to the best of my knowledge, all representations and warranties made by each other Loan Party in any Loan Document are true and correct in all material respects as of the Closing Date (unless any such representation or warranty relates

Exhibit C-1

solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(3) no Event of Default or Potential Event of Default has occurred and is continuing as of the Closing Date; and

(4) the Consolidated Leverage Ratio as of the Closing Date, calculated on a pro forma basis to include the Redemption and the Series C Preferred Share Payment, is less than 4.00 to 1.00.

IN WITNESS WHEREOF, the undersigned has duly executed this Closing Date Certificate by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit C-2

EXHIBIT D

[FORM OF COMPLIANCE CERTIFICATE]

[Letterhead of the Borrower]

Certificate Date:                              , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Compliance Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Person], am [Chief Financial Officer] [Treasurer] of the Borrower. I am delivering this Compliance Certificate pursuant to Section 5.1 of the Credit Agreement and do hereby certify on behalf of the Borrower Group, as of [the Fiscal Quarter ended [Insert applicable date]] [the Fiscal Year ended December 31, [Insert year]] (the “Report Date”), as follows:

1. I have reviewed the terms of the Credit Agreement and have made a review in reasonable detail of the transactions and condition of the Borrower and its respective Subsidiaries during the [Fiscal Quarter] [Fiscal Year] ending on the Report Date [(the “Report Quarter”)] [(the “Report Year”)].

Exhibit D-1

2. After due inquiry and to my knowledge, there was not in existence during or at the end of the above described accounting period, and there is not in existence as at the date hereof, any condition or event that constitutes an Event of Default or a Potential Event of Default, except as described on Exhibit A hereto. Exhibit A describes, in detail, each such condition or event, the period during which it has existed and the action which the Borrower has taken, is taking and proposes to take with respect to such condition or event.

3. Each member of the Borrower Group has complied with all covenants set forth in Article V and Article VI of the Credit Agreement during the [Report Quarter][Report Year]. In respect of such covenants, after due inquiry and to my knowledge, the following information is accurate as of the Report Date:

(a) No member of the Borrower Group has at any time during or at the end of such [Report Quarter] [Report Year], except as specifically described in Exhibit A, done any of the following:

(i) Permitted or suffered to exist any Lien or other encumbrance on any of its properties, whether real or personal, other than as specifically permitted pursuant to Section 6.2 of the Credit Agreement.

(ii) Reorganized under the laws of a different jurisdiction other than as specifically permitted pursuant to Section 6.3 of the Credit Agreement.

(iii) Changed its name or organizational structure, other than as specifically permitted pursuant to Section 6.4 of the Credit Agreement.

(iv) Made or owned, whether directly or indirectly, any Investment in any Person, including any Joint Venture other than as specifically permitted pursuant to Section 6.5.

(v) Failed to maintain its legal existence and all rights, licenses, privileges and franchises necessary in the normal conduct of its business, other than as explicitly permitted pursuant to Section 5.4 and Section 6.7 of the Credit Agreement.

(vi) Disposed, transferred or sold, in one transaction or a series of transactions, any of its assets, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

(vii) Acquired all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

(viii) Entered into any merger, consolidation, liquidation or dissolution, other than as specifically permitted pursuant to Section 6.7 of the Credit Agreement.

Exhibit D-2

(ix) Amended, supplemented or otherwise modified, or permitted the amendment, modification or supplementation of its certificate or articles of incorporation or by-laws or other organizational documents), other than as specifically permitted pursuant to Section 6.11 of the Credit Agreement.

(x) Entered into any amendment, modification or termination of any Material Contract if such amendment, modification or termination could reasonably be expected to have a Material Adverse Effect, or assigned or transferred any of its material rights or obligations under any of the Material Contracts, other than as specifically permitted pursuant to Section 6.12 of the Credit Agreement.

(xi) Entered into any Material Contract (other than the Security Agreements) if such agreement (i) prohibits the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on any Collateral.

(xii) Entered into any contract if such agreement (i) prohibits the granting to the Administrative Agent or any Term Loan Lender a lien thereon or (ii) otherwise unreasonably restricts or inhibits the Administrative Agent’s or any Term Loan Lender’s ability to realize the benefit of any lien on the Collateral which, taken as a while, would have a Material Adverse Effect.

(xiii) Created, or otherwise caused or suffered to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any member of the Borrower Group to (i) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by any member of the Borrower Group, (ii) repay or prepay any Indebtedness owed by any member of the Borrower Group, (iii) make loans or advances to the Borrower, or (iv) transfer any of its property or assets to the Borrower, other than as specifically permitted pursuant to Section 6.13 of the Credit Agreement.

(xiv) Declared or made any Restricted Payment or any payment in connection with any tax sharing arrangement other than as specifically permitted pursuant to Section 6.16 of the Credit Agreement.

(xv) Managed or created or opened any deposit account or securities account in a manner other than in accordance with Section 6.17 of the Credit Agreement.

(xvi) Opened any Accounts other than as permitted pursuant to Section 5.15 of the Credit Agreement.

(xvii) Used the proceeds of the Canadian Revolving Note or the 2005 Canadian Investment Note other than in accordance with Section 6.21 of the Credit Agreement.

Exhibit D-3

(b) Each member of the Borrower Group has at all times during or at the end of such [Report Quarter] [Report Year], except as specifically described in Exhibit A, performed all of the following:

(i) Performed in all material respects all obligations under the terms of all Material Contracts, other than as specifically excepted pursuant to Section 5.2 of the Credit Agreement.

(ii) Maintained or caused to be maintained in good repair, working order and condition all material properties of the members of the Borrower Group other than as specifically excepted in Section 5.6 of the Credit Agreement.

(iii) Complied in all material respects with all applicable Legal Requirements and has obtained all applicable governmental actions and all private party rights of way, franchises, licenses, consents and approvals, other than as specifically excepted pursuant to Section 5.8 of the Credit Agreement.

(iv) Complied with Section 5.11 of the Credit Agreement in connection with (a) its opening, creation or acquisition of any Account or a deposit account, and (b) its acquisition, issuance or creation of any Equity Interests in any Person that constitutes a Restricted Subsidiary.

(v) Used the proceeds of the Term Loans solely for the Permitted Purposes as specifically described in Section 5.13 of the Credit Agreement.

(vi) Used reasonable efforts to obtain from relevant lessors with respect to each Colocation Lease a Landlord Consent and Estoppel Agreement in favor of the Administrative Agent as described in Section 5.16 of the Credit Agreement.

(vii) Complied with Section 5.17 of the Credit Agreement in connection with the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary.

4. Each member of the Borrower Group has complied with the indebtedness and financial covenants set forth in Sections 6.1 and 6.6 of the Credit Agreement during the [Report Quarter][Report Year]. Delivered herewith, and attached hereto as Exhibit B, are detailed calculations demonstrating compliance by the Borrower Group with the financial covenants contained in Section 6.6 of the Credit Agreement as of the end of the fiscal period referred to above.

5. The financial statements delivered to Administrative Agent in connection with this Compliance Certificate and pursuant to Section 5.1 of the Credit Agreement, and this Compliance Certificate have been prepared in accordance with GAAP.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit D-4

IN WITNESS WHEREOF, the undersigned has caused Compliance Certificate to be duly executed and delivered by its officer thereunto duly authorized as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit D-5

Exhibit A to Compliance Certificate

Exceptions to Certifications

[To Be Provided By Borrower]

Exhibit D-6

Exhibit B to Compliance Certificate

Financial Covenant Calculations

[To Be Provided By Borrower]

Exhibit D-7

EXHIBIT E

[FORM OF SECURITIES ACCOUNTS AND CONTROL AGREEMENT]

This SECURITIES ACCOUNTS AND CONTROL AGREEMENT, dated as of                     , 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is by and among [PLEDGOR], a [JURISDICTION AND DESCRIPTION OF PLEDGOR] (the “Pledgor”), DEUTSCHE BANK AG NEW YORK BRANCH, as first lien administrative agent and first lien collateral agent (the “First Lien Agenf’), DEUTSCHE BANK AG NEW YORK BRANCH, as second lien administrative agent and second lien collateral agent (the “Second Lien Agent” and, collectively with the First Lien Administrative Agent, the “Agents”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as the securities intermediary (the “Securities Intermediary”).

RECITALS

A. The Pledgor is a [guarantor/the Borrower] under the Third Amended and Restated Credit Agreement, dated on or about October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “First Lien Agreement”), among Switch & Data Holdings Company, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as lenders (the “First Lien Lenders”), the First Lien Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the First Lien Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the First Lien Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers;

B. The Pledgor is a [guarantor/the Borrower] under the Credit Agreement, dated on or about October 13, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Agreement” and, collectively with the First Lien Agreement, the “Credit Agreements”), among the Borrower, the financial institutions from time to time parties thereto as term loan lenders (the “Second Lien Lenders” and, collectively with the First Lien Lenders, the “Lenders”), the Second Lien Agent, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Second Lien Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Second Lien Lenders, and Deutsche Bank Securities Inc. and BNP Paribas, as joint lead arrangers;

C. It is a condition precedent to the effectiveness of the Credit Agreements that the Pledgor execute this Agreement; and

D. The Pledgor will derive substantial direct and indirect benefits from the loans and other financial arrangements made to the Borrower from time to time pursuant to the Credit Agreements.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit E-1

ARTICLE 1

DEFINITIONS; RULES OF INTERPRETATION

Section 1.1 Definitions. Except as otherwise expressly provided herein, capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in Section 1.1 of the applicable Credit Agreement. In addition, the terms “securities account,” entitlement holder,” ‘entitlement order,” “securities entitlement,” “securities intermediary,” “control” and “financial asset” shall have the meaning assigned to such terms in the Uniform Commercial Code of the State of New York (the “UCC”).

Section 1.2 Rules Of Interpretation. Except as otherwise expressly provided herein, the rules of interpretation and construction set forth in Sections 1.2 and 1.3 of the First Lien Agreement shall apply to this Agreement.

ARTICLE 2

APPLICATION OF FUNDS

Section 2.1 Securities Account.

A. Establishment of Securities Account. At the request of the Pledgor, the Securities Intermediary has established an account number                      in the name of the Pledgor (as the securities entitlement holder) and entitled “[Insert name of Account]” (the “Securities Account”).

B. Deposits. The Pledgor promptly shall deliver to the Securities Intermediary, and the Securities Intermediary shall promptly credit to the Securities Account, all amounts required to be transferred to and deposited in the Securities Account from any other Blocked Account pursuant to any Blocked Account Agreement or any other Loan Document (as each such term is defined in each of the Credit Agreements).

Section 2.2 Permitted Account Investments. All amounts held in or credited to the Securities Account maintained hereunder shall be invested in investments described on Schedule I attached hereto (“Permitted Account Investments”) from time to time by the Securities Intermediary solely at the direction, expense and risk of the Pledgor. Securities Intermediary shall have no obligation to ascertain whether any such investment conforms to the investments on Schedule I.

Section 2.3 Monies Received By The Pledgor. In the event that the Pledgor receives any amounts required by the terms of any Loan Document to be deposited into the Securities Account, the Pledgor shall hold the same in precisely the form received in trust for and on behalf of the Lenders, segregated from other funds of the Pledgor, and without any notice or

Exhibit E-2

demand whatsoever, shall promptly deliver the same to the Securities Intermediary for application in accordance with the terms of this Agreement.

ARTICLE 3

SECURITY AND RELATED PROVISIONS; SECURITIES INTERMEDIARY

Section 3.1 Securities Account. The Securities Intermediary hereby agrees and confirms that the Securities Intermediary has established the Securities Account as set forth and defined in this Agreement. Each of the parties hereto agrees that:

(i) the Securities Account is and will be maintained as a “securities account” as such term is defined in Section 8-501 of the UCC;

(ii) the Securities Intermediary shall treat the Pledgor as entitled to exercise the rights that comprise any financial asset credited to the Securities Account;

(iii) the Securities Intermediary shall treat each item of property (including, without limitation, any investment property, financial assets, securities, instruments, general intangibles or cash) credited to the Securities Account as a financial asset within the meaning of Section 8-102(a)(9) of the UCC;

(iv) all property delivered to the Securities Intermediary pursuant to the terms hereof or any Loan Document (as defined in each of the Credit Agreements), will be promptly credited by the Securities Intermediary to the Securities Account by an appropriate entry in its records in accordance with this Agreement;

(v) all securities or other property underlying financial assets credited to the Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to the Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the First Lien Agent (in such capacity) or the Second Lien Agent (in such capacity), or the Pledgor except to the extent the foregoing have been subsequently endorsed by the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations sent by the First Lien Agent in the form attached hereto as Exhibit A (the “Notice of First Lien Obligations Termination”), the Second Lien Agent, as provided herein or the Pledgor to the Securities Intermediary or in blank;

(vi) the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written

Exhibit E-3

consent of the Pledgor and the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations by the First Lien Agent, the Second Lien Agent; and

(vii) if at any time the Securities Intermediary shall receive any written entitlement order (as defined in Section 8-102(a)(8) of the UCC) from the First Lien Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Pledgor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Pledgor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Agent without the written consent of the First Lien Agent. The Securities Intermediary shall comply with entitlement orders from the Pledgor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received an entitlement order from the First Lien Agent and/or the Second Lien Agent as provided herein. Until such time as the Securities Intermediary has received such an entitlement order, the Securities Intermediary shall be entitled to distribute to the Pledgor all income on the financial assets in the Securities Account. If the Pledgor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Agent or the Second Lien Agent (either with the written consent of the First Lien Agent, or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Agent, the Second Lien Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Agent.

Section 3.2 Duties And Certain Rights Of The Securities Intermediary.

A. Acceptance of Appointment. The Securities Intermediary hereby agrees to act as securities intermediary with respect to the Securities Account and pursuant to this Agreement. The other parties hereto hereby acknowledge that the Securities Intermediary shall act as securities intermediary with respect to the Securities Account and pursuant to this Agreement.

B. Negative Pledge. The Securities Intermediary hereby agrees that it shall not grant any security interests in the Securities Account or any financial assets credited to or held in the Securities Account.

C. Other Agreements. In the event of a conflict between this Agreement (or any portion hereof) and any other agreement, the terms of this Agreement shall prevail. The

Exhibit E-4

Securities Intermediary hereby represents that it has not entered into, and agrees that, until the termination of this Agreement and the other Loan Documents (as defined in each of the Credit Agreements) in accordance their terms, it will not enter into any agreement with any other Person in respect of the Securities Account pursuant to which it would agree to comply with entitlement orders made by such Person.

D. Degree of Care. The Securities Intermediary shall exercise reasonable care in administering and accounting for amounts credited to the Securities Account and the Permitted Account Investments credited to or held in the Securities Account.

E. Action Upon Notices; Exercise of Judgment. The Securities Intermediary shall be permitted to act upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document reasonably believed by the Securities Intermediary to be signed by the First Lien Agent or the Second Lien Agent, as applicable, the Pledgor or any other proper Person. The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which the Securities Intermediary may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. This Agreement does not create any obligations on the Securities Intermediary except for those expressly set forth in this Agreement, and no covenant or obligation shall be implied against the Securities Intermediary in connection with this Agreement. The Securities Intermediary shall have duties only to the First Lien Agent, the Second Lien Agent, the Secured Parties (as defined in each of the Credit Agreements) and the Pledgor.

F. Indemnification and Liability. In consideration of the appointment of the Securities Intermediary, the Pledgor agrees to indemnify and hold the Securities Intermediary and each Affiliate, officer, director, shareholder, employee and agent of the Securities Intermediary (each, an “Indemnified Person”) harmless from and against any claim, loss, liability, damage, cost or expense incurred by the Indemnified Person by reason of or resulting from this Agreement (including its having accepted such appointment or by reason of its carrying out of any of the terms of this Agreement), and agrees to reimburse the Indemnified Person for all its expenses, including reasonable fees and expenses of counsel and court costs incurred by reason of any position or action taken by the Indemnified Person pursuant to this Agreement or in connection with any action brought to interpret or enforce the provisions of this Agreement or any part thereof, except to the extent that any such claim, loss, liability, damage, cost or expense results from the Indemnified Person’s gross negligence or willful misconduct. The parties hereto hereby agree that no Indemnified Person shall be liable to such parties for any actions taken by any Indemnified Person pursuant to and in compliance with the terms hereof except in respect of any liability or expenses incurred by the Indemnified Person arising from its gross negligence or willful misconduct. Any Indemnified Person may consult with legal counsel in the event of any dispute or question as to the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

G. Court Orders. The Securities Intermediary is hereby authorized, in its exclusive discretion, to obey and comply with all writs, orders, judgments or decrees issued by any court or

Exhibit E-5

administrative agency affecting any money, documents or things held by the Securities Intermediary. The Securities Intermediary shall not be liable to any of the parties hereto, their successors, heirs or personal representatives by reason of the Securities Intermediary’s compliance with such writs, orders, judgments or decrees, notwithstanding that such writ, order, judgment or decree may later be reversed, modified, set aside or vacated.

H. Resignation and Termination. In the event of the resignation or termination of the Securities Intermediary, the Securities Intermediary shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation becomes effective in accordance with this Section 3.2.H.

Section 3.3 Security Interest.

A. Acknowledgment of Grant. Pursuant to the First Lien Agreement, the Second Lien Agreement and the other loan documents executed in connection therewith, as collateral security for the Pledgor’s obligations to the First Lien Agent and the First Lien Lenders under the First Lien Agreement and to the Second Lien Agent and the Second Lien Lenders under the Second Lien Agreement, the Pledgor granted to the First Lien Agent, for its own benefit and the benefit of the First Lien Lenders on a first priority basis, and to the Second Lien Agent, for its own benefit and the benefit of the Second Lien Lenders on a second priority basis, a present and continuing security interest in (i) the Securities Account and (ii) in all financial assets held therein or credited thereto and all proceeds thereof, including all rights of the Pledgor to receive moneys due in respect of the Securities Account, all claims with respect to the Securities Account, all income or gain earned in respect of the financial assets held in or credited to the Securities Account, and all proceeds receivable or received when the Securities Account is collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. As between the First Lien Agent and the Second Lien Agent, the First Lien Agent shall have a first priority security interest in such Securities Account and the Second Lien Agent shall have a second priority security interest in such Securities Account and all proceeds receivable or received as provided herein in accordance with the Intercreditor Agreement;

B. Acknowledgment. The Securities Intermediary hereby acknowledges the security interest in, and the pledge by the Pledgor to the First Lien Agent for the benefit of the Secured Parties (as defined in the First Lien Agreement), the Second Lien Agent for the benefit of the Secured Parties (as defined in the Second Lien Agreement), of all of the Pledgor’s security entitlements to the Securities Account and all financial assets held therein or credited thereto and all proceeds thereof, and will so indicate on the records maintained by the Securities Intermediary with respect to the Securities Account.

Section 3.4 Place of Business and Records. Unless the Agents are otherwise notified in accordance with the terms of the Credit Agreements, the principal place of business and chief executive office of the Pledgor is, and all records of the Pledgor concerning the Securities Account are and will be, located at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida, 35607.

Section 3.5 Perfection; Further Assurances. The Pledgor agrees that from time to time it shall promptly execute and deliver all instruments and documents, and take all action, that

Exhibit E-6

may be reasonably necessary, or that the First Lien Agent and/or the Second Lien Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted under the First Lien Agreement, the Second Lien Agreement and any other agreements or documents executed and delivered in connection therewith to enable the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations as provided herein, the Second Lien Agent, to exercise and enforce its rights and remedies hereunder with respect to the Securities Account, all financial assets held therein or credited thereto and all proceeds thereof. Without limiting the generality of the foregoing, the Pledgor shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as the First Lien Agent and/or the Second Lien Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted thereby. Nothing in this Section 3.5 shall be construed as limiting the obligations of the Pledgor under Section 5.11 of each Credit Agreement.

Section 3.6 Other Liens. The Pledgor represents and warrants that:

(a) it has not assigned any of its rights under the Securities Account except as permitted by the Credit Agreements;

(b) it has not executed and is not aware of any effective financing statement, security agreement, control agreement or other instrument similar in effect covering all or any part of the Securities Account, except such as may have been filed in connection with this Agreement or the other Loan Documents (as defined in each of the Credit Agreements); and

(c) it has full power and authority to grant a security interest in and assign its right, title and interest in the Securities Account and all financial assets held therein or credited thereto and all proceeds thereof, hereunder.

The Pledgor covenants that it shall not grant to any Person other than the First Lien Agent and the Second Lien Agent any interest in the Securities Account and that it shall keep the Securities Account free from all other Liens other than Permitted Liens (as defined in each of the Credit Agreements). The Securities Intermediary represents and warrants that it has no knowledge of any Lien on the Securities Account other than the claims and interest of the parties as provided herein. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the First Lien Agent for the benefit of the Secured Parties (as defined in the First Lien Agreement), the Second Lien Agent for the benefit of the Secured Parties (as defined in the Second Lien Agreement), except that the Securities Intermediary will retain its prior lien on property in the Securities Account to secure payment for property purchased for the Securities Account and normal commissions and fees for the Securities Account. The financial assets credited to the Securities Account shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the First Lien Agent and the Second Lien Agent. The First Lien Agent and the Second Lien Agent each

Exhibit E-7

represents and warrants that it has no notice of any adverse claim to the financial assets deposited in or credited to the Securities Account or to security entitlements with respect thereto.

Section 3.7 Certain Powers Of Administrative Agent. If the Pledgor fails to perform any agreement contained herein, the First Lien Agent, or upon deliver of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may itself perform, or cause the performance of, such agreement, and the expenses of the First Lien Agent and/or the Second Lien Agent, as applicable, incurred in connection therewith shall be payable by the Pledgor upon demand. The Pledgor hereby irrevocably appoints the First Lien Agent and the Second Lien Agent the Pledgor’s attomey-in-fact, with full authority in the place and stead of the Pledgor, and in the name of the Pledgor or otherwise from time to time in the First Lien Agent’s and the Second Lien Agent’s discretion, if an Event of Default shall have occurred and be continuing, to take any action and to execute any instrument which the First Lien Agent, or upon delivery of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of the Securities Account or the proceeds of financial assets held therein or credited thereto;

(b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings which such Agent may deem necessary or desirable for the collection of the Securities Account or the proceeds of financial assets held therein or credited thereto or otherwise to enforce the rights of such Agent with respect to any of the Securities Account or the proceeds of financial assets held therein or credited thereto, provided that, with respect to this clause (c), such rights shall be exercised in accordance with Section 3.8: and

(d) to perform the affirmative obligations of the Pledgor hereunder.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 3.7 is irrevocable and coupled with an interest. The powers conferred on the First Lien Agent and the Second Lien Agent hereunder are solely to protect its interest (on behalf of the Secured Parties (as defined in each of the Credit Agreements)) in the Securities Account and the proceeds of financial assets held therein or credited thereto and shall not impose any duty on the Agents to exercise any such powers. Except for the reasonable care of the Securities Account in its possession or under its control (as the case may be) and the accounting for moneys actually received by it hereunder, the Agents shall not have any duty as to the Securities Account or the proceeds of financial assets held therein or credited thereto, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Securities Account or proceeds. Each Agent is required to exercise reasonable care in the custody and preservation of the Securities Account in its possession or under its control (as the case may be).

Exhibit E-8

Section 3.8 Remedies. If an Event of Default shall have occurred and be continuing:

(a) the First Lien Agent, and upon deliver of a Notice of Termination of First Lien Obligations, the Second Lien Agent, may exercise in respect of the Securities Account, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC at that time and consistent with the provisions of the other Loan Documents (as defined in the applicable Credit Agreement), including the right to proceed to protect and enforce the rights vested in it by this Agreement, to sell, liquidate or otherwise dispose of any or all of the financial assets credited to or held in the Securities Account, and to cause the Securities Account to be sold, liquidated or otherwise disposed of, in each case in such manner as such Agent may elect; and

(b) the proceeds of any financial assets credited to or held in the Securities Account and all cash proceeds received by such Agent in respect of any sale of, collection from or other realization upon all or any part of the Securities Account may, in the discretion of such Agent, then or at any time thereafter, be applied (after payment of any amounts payable to the Securities Intermediary pursuant to the terms hereof) in whole or in part by such Agent against all or any part of the Obligations (as defined in each Credit Agreement) in accordance with the Intercreditor Agreement.

Any surplus of such amounts or proceeds remaining after payment in full of all the Obligations (as defined in each Credit Agreement) shall be paid over to the Pledgor (in the case of surplus proceeds remaining in or derived from the Securities Account) as provided in the Intercreditor Agreement. No right, power or remedy herein conferred upon or reserved to the Agents is intended to be exclusive of any other right, power or remedy and every such right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Resort to any or all security now or hereafter held by the Agents may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both.

ARTICLE 4

TERMINATION OF AGREEMENT

The rights and powers granted herein to the Agents have been granted in order, among other things, to perfect their respective security interests in the Securities Account, are powers coupled with an interest, and will neither be affected by the bankruptcy of the Pledgor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Agents in the Securities Account have been terminated pursuant to the terms of this Agreement and the other Loan Documents (as defined in the applicable Credit Agreement) and the First Lien Agent and the Second Lien Agent has notified the Securities Intermediary of such termination in writing; provided, however, the Securities

Exhibit E-9

Intermediary may, at any time, terminate this Agreement on not less than thirty (30) days’ prior written notice of such intention delivered by it to each of the Pledgor and the Agents. When each of the Credit Agreements has expired or has otherwise earlier terminated and all Obligations (as defined in each Credit Agreement) have been indefeasibly paid in full and all Commitments and Interest Rate Agreements to which any Secured Party (as defined in each of the Credit Agreements) is a party have terminated, all right, title and interest of the Agents in the Securities Account shall revert to the Pledgor. No termination of any Agent’s interest, whether for itself or on behalf of any Secured Party, hereunder shall affect the rights of the other Agent, whether for itself or on behalf of any other Secured Party hereunder.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Notices. Any communications between the parties hereto or notices provided herein to be given shall be sent to the addresses set forth in Section 9.8 of the applicable Credit Agreement and in accordance with the provisions thereof, and the provisions of such Section are incorporated by reference herein as if set forth in full herein. For purposes of any such communication or notice, the address of the Securities Intermediary shall, until further notice is given in accordance with such Section 9.8, be to Wachovia Bank, National Association, [                        ] Attn: [                        ], Telecopy: [                        ].

Section 5.2 Benefit Of Agreement. Nothing in this Agreement, expressed or implied, shall give or be construed to give to any Person other than the parties hereto and the Secured Parties, any legal or equitable right, remedy or claim under this Agreement, or under any covenants and provisions of this Agreement, each such covenant and provision being for the sole benefit of the parties hereto and the Secured Parties.

Section 5.3 Delay And Waiver. No failure or delay by either Agent or the Securities Intermediary in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be permitted by Section 5.4. and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

Section 5.4 Amendments. Neither this Agreement nor any terms or conditions hereof may be amended, changed, waived, discharged, terminated or otherwise modified unless such amendment, change, waiver, discharge, termination or modification is in writing and is otherwise in accordance with the terms of this Agreement and Section 9.6 of the applicable Credit Agreement.

Exhibit E-10

Section 5.5 Governing Law. This Agreement and the Securities Account (including all security entitlements relating thereto) shall be construed in accordance with and governed by the law of State of New York and except to the extent that the validity or perfection of the security interest hereunder or exercise of remedies hereunder in respect of any particular collateral are governed by the laws of a jurisdiction other than State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, the “securities intermediary’s jurisdiction” of the Securities Intermediary with respect to the Securities Account is the State of New York.

Section 5.6 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 5.7 Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 5.8 Consent To Jurisdiction. The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Circuit Court of Southern District of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the State of New York or, to the extent permitted by law, in such federal, court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agents may otherwise have to bring any action or proceeding relating to this Agreement against the Pledgor or any of its properties in the courts of any jurisdiction. The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 5.8. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 9.8 of the applicable Credit Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 5.9 Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

Exhibit E-11

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 5.10 Successors And Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Secured Party (and any such attempted assignment or transfer by the Pledgor without such consent shall be null and void).

Section 5.11 Entire Agreement. This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail.

Section 5.12 Survival Of Agreements. Except as provided in Article IV hereof, all covenants, agreements, representations and warranties made by the parties hereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any loans, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement or any other Loan Document (as defined in each of the Credit Agreements) is outstanding and unpaid and so long as the Commitments and Interest Rate Agreements (as defined in each Credit Agreement) to which any Secured Party is a party have not expired or terminated. The provisions regarding the payment of expenses and indemnification obligations, shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the loans, the expiration or termination of the Commitments and Interest Rate Agreements to which any Secured Party (as each such term is defined in each Credit Agreement) is a party or the termination of this Agreement or any provision hereof.

Section 5.13 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit E-12

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

[_______________________], as Pledgor

By: 

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Securities Intermediary

By: 

Name:

Title:

By: 

Name:

Title:

DEUTSCHE BANK AG NEW YORK BRANCH, as the First Lien Agent

By: 

Name:

Title:

By: 

Name:

Title:

Exhibit E-13

DEUTSCHE BANK AG NEW YORK BRANCH, as the Second Lien Agent

By: 

Name:

Title:

By: 

Name:

Title:

Exhibit E-14

SCHEDULE 1

PERMITTED ACCOUNT INVESTMENTS

1. Securities of the U.S. Treasury.

2. Securities of agencies of the U.S. Government.

3. Repurchase agreements for (1) or (2).

4. The following bank liability products from any commercial banking institution having combined capital and surplus of not less than $500 million whose long-term debt rating is “A” or better by S&P and Moody’s:

a. Certificates of deposit

b. Commercial paper

c. Bankers’ acceptances

d. Bank notes

e. Other time deposits

5. Commercial paper issued by corporations with a short-term rating of A2/P2 or better with a limit on the A2/P2 portion to 25% of the total par value of the portfolio.

6. Short-term floating rate or auction rate securities rated “A” or better by at least one nationally recognized rating agency.

7. Corporate obligations with a long-term rating of “A” or better by at least one nationally recognized rating agency.

8. Municipal bonds rated “A” or better by at least one nationally recognized rating agency.

9. Money market mutual funds where the fund’s stated objective is “to maintain a stable net asset value at $1.00 per share”.

10. Cash.

11. Such other investments as the Administrative Agent and the Pledgor may mutually agree.

Exhibit E-15

Exhibit A

NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS

Wachovia Bank, National Association

Attn: [                    ]

[Address]

Deutsche Bank AG New York Branch,

  in its capacity as Second Lien Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan, Manager

Re: Securities Account Agreement dated as of                              , 20     (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among [Name of Company] (the “Company”), Deutsche Bank AG New York Branch, as First Lien Agent (the “First Lien Agent”) and Deutsche Bank AG New York Branch, as Second Lien Agent (the “Second Lien Agent”) and Wachovia Bank, National Association (“Bank”) regarding securities account                      (the “Securities Account”).

Ladies and Gentlemen:

You are hereby notified that Obligations under the First Lien Agreement have been paid in full in cash. You are hereby instructed that you may comply with instructions issued by the Second Lien Agent directing disposition of funds in the Securities Account without our consent, the consent of the Company or the consent of any other person.

Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Sincerely,
DEUTSCHE BANK AG NEW YORK BRANCH as First Lien Agent
By:
	Name: Title:
By:
	Name: Title:

cc: [Company and Second Lien Agent]

Exhibit E-16

EXHIBIT F

[FORM OF LOAN CERTIFICATE]

[Letterhead of the Borrower]

Certificate Date:                              , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Loan Certificate

Ladies and Gentlemen:

This Loan Certificate is delivered to you pursuant to Section 2.1.B of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower submitted a Loan Request to the Administrative Agent on [Insert applicable date] which requested that the Term Loan be made on the date hereof, and, in connection therewith and pursuant to Section 2.1.B and Article III of the Credit Agreement the Borrower hereby certifies that:

(a) the representations and warranties made by the Borrower and each other Loan Party in any Loan Document are true and correct in all material respects as of the date hereof (unless any such representation or warranty relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date);

(b) as of the date hereof, no Potential Event of Default or Event of Default has occurred or is continuing;

Exhibit F-1

(c) the intended use of the proceeds of the Term Loan is solely to pay a dividend to Parent on the date hereof to pay for the Redemption and Series C Preferred Share Payments on the date hereof in accordance with Section 5.13 of the Credit Agreement.

(d) immediately before and after giving effect to the funding of the Term Loan and the intended application of the proceeds therefrom, the Borrower Group is in pro forma compliance with the covenants set forth in Section 6.6, in each case, calculated based on the most recent quarterly financial statements delivered to the Administrative Agent pursuant to Section 5.1 of the Credit Agreement and the related consolidated statements of income of the members of the Borrower Group at the end of the month prior to the Loan Date. Annex I hereto sets forth in reasonable detail the calculations used as the basis for making this certification.

Exhibit F-2

IN WITNESS WHEREOF, the undersigned has caused this Loan Certificate to be duly executed and delivered by its officer thereunto duly authorized as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit F-3

ANNEX I

Compliance with Financial Covenants

[To Be Provided By Borrower]

Exhibit F-4

EXHIBIT G

[FORM OF LOAN REQUEST]

[Letterhead of Borrower]

Certificate Date:                          , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Re: Switch & Data Holdings, Inc.

Loan Request

Ladies and Gentlemen:

This Loan Request is delivered to you pursuant to Section 2.1.B of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby gives you notice in accordance with Section 2.1.B of the Credit Agreement that the Borrower irrevocably requests that the Term Loan be made on [Insert applicable date] (which is a Loan Date), as described below:

The Borrower hereby requests that the Term Loan be made:

(i) in an aggregate principal amount of [$                ];

(ii) which shall be comprised of [$                ] of Base Rate Loans, [$                ] of Eurodollar Rate Loans with an initial Interest Period of [one] month; and

(iii) which shall be deposited in or credited to [Insert payment instructions.]

Exhibit G-1

IN WITNESS WHEREOF, the undersigned has duly executed this Loan Request by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit G-2

EXHIBIT H

[FORM OF NOTICE OF CONTINUATION/CONVERSION]

[Letterhead of Applicable Borrower]

Certificate Date:                              , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Notice of Continuation/Conversion

Ladies and Gentlemen:

This Notice of Continuation/Conversion is delivered to you pursuant to Section 2.2.D of the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.2.D of the Credit Agreement, that the Borrower hereby requests a [conversion] [continuation] of all or a portion of the Term Loan under the Credit Agreement and, in connection therewith, sets forth below the information relating to such [conversion] [continuation] (the “Proposed Conversion/Continuation”) as required by Section 2.2.D) of the Credit Agreement.

[(a) The Borrower hereby requests that the Term Loan be [converted] [continued] as follows:

(i) The effective date of the Proposed Conversion/Continuation is                 , (which is a Business Day).

Exhibit H-1

[(ii) $                 of the currently outstanding principal amount of the Term Loan currently being maintained as a Eurodollar Rate Loan with an Interest Period of                  month(s), the last day of which is the date of the Proposed Conversion/Continuation referred to in clause (i) above, should be:

(A) Continued as $                 of a Eurodollar Rate Loan with an Interest Period of                  month(s);

(B) Continued as $                 of a Eurodollar Rate Loan with an Interest Period of                  month(s); and

(C) Converted into $                         of a Base Rate Loan.]

[(iii) $                 of the currently outstanding principal amount of the Term Loan currently being maintained as a Base Rate Loan should be:

(A) Continued as $                 of a Base Rate Loan;

(B) Converted into $                 of a Eurodollar Rate Loan with an Interest Period of                  month(s); and

(C) Converted into $                 of a Eurodollar Rate Loan with an Interest Period of                  month(s).]

(b) [Include the following if the proposed conversion or continuation is a conversion to, or a continuation of, a Eurodollar Rate Loan:] [The Borrower hereby certifies that, as of the date hereof, no Potential Event of Default or Event of Default has occurred or is continuing.]

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit H-2

IN WITNESS WHEREOF, the undersigned has duly executed this Notice of Continuation/Conversion by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

Exhibit H-3

EXHIBIT I

[FORM OF SOLVENCY CERTIFICATE]

[Letterhead of Borrower]

Certificate Date:                              , 20    

Deutsche Bank AG New York Branch,

as the Administrative Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan

Re: Switch & Data Holdings, Inc.

Solvency Certificate

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers. Unless otherwise defined herein, capitalized terms used in this Solvency Certificate shall have the meaning assigned to them in the Credit Agreement.

I, [Insert name of Responsible Officer], am the [Insert Title] of each of the Material Subsidiaries and the Parent, or of such entity’s direct or indirect manager, as the case may be, as set forth on the signature pages hereof. I am delivering this Solvency Certificate pursuant to Section 3.1.R of the Credit Agreement and do hereby certify on behalf of the Material Subsidiaries and the Parent, as of the Closing Date as follows:

(1) After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including without limitation, the payments of the Redemption and the Series C Preferred Share Payments):

(a) each of the Material Subsidiaries and the Parent is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business;

Exhibit I-1

(b) each of the Material Subsidiaries and the Parent does not intend to, and does not believe that it will, incur debts or liabilities beyond such member’s ability to pay as such debts and liabilities mature in their ordinary course;

(c) each of the Material Subsidiaries and the Parent is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such member’s property or assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such member is engaged or is to engage;

(d) the fair value of the assets of each of the Material Subsidiaries and the Parent is greater than the total amount of liabilities, including contingent liabilities, of each such Person; and

(e) the present fair salable value of the assets of each of the Material Subsidiaries and the Parent, each as a going concern, is not less than the amount that will be required to pay the probable liability of each such Person on its debts as they become absolute and matured.

(2) In making the certifications set forth above, the undersigned has considered or taken the following actions, among other things:

(a) the audited balance sheets of the members of the Borrower Group for the Fiscal Year ending December 31, 2004 and the unaudited balance sheets of the members of the Borrower Group for the Fiscal Quarter ending June 30, 2005 (the “Financial Statements”);

(b) the values of real property, equipment, inventory, accounts receivable, customer lists, supply contracts, joint venture interests, licenses, leases and all other property of each member of the Borrower Group, real and personal, tangible and intangible;

(c) consulted with officers of the Borrower Group concerning, among other matters, pending and threatened litigation, uninsured risks, guaranties of obligations of any other Person and other contingent obligations and have, using my best judgment, also taken into account the maximum realistic exposure of each member of the Borrower Group to liabilities which would not be included in reserves otherwise reflected on the Financial Statements; and

(d) made such other investigations and inquiries as I have, to the best of my experience, deemed appropriate and have taken into account the nature of the particular business anticipated to be conducted by the Borrower Group after consummation of the transaction.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit I-2

IN WITNESS WHEREOF, the undersigned has duly executed this Solvency Certificate by its respective authorized representative as of the day and year first above written.

SWITCH & DATA HOLDINGS, INC.

By:

Name:

Title:

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING

COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA FL SEVEN LLC

By:

George A. Pollock, Jr.

Treasurer

Exhibit I-3

SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer

Exhibit I-4

SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr.
	Treasurer

Exhibit I-5

SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
		George A. Pollock, Jr.
		Treasurer

Exhibit I-6

EXHIBIT J

[FORM OF GUARANTY AGREEMENT]

[MASTER AGREEMENT]

This GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each additional Guarantor which becomes a party hereto pursuant to Section 5.15 hereof (each a “Guarantor” and, collectively, the “Guarantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13,2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as the co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Term Loan Lenders, and DEUTSCHE BANK SECURITIES, INC. and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Guarantor execute and deliver this Guaranty;

C. Each Guarantor will derive substantial direct and indirect benefits from the Term Loan made to the Borrower on the Closing Date pursuant to the Credit Agreement; and

D. The Administrative Agent and each of the Term Loan Lenders is willing to make such Term Loan pursuant to the terms of the Credit Agreement on the condition that each Guarantor execute and deliver this Guaranty.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit J-1

ARTICLE I

DEFINITIONS

Section 1.1 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to any rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

ARTICLE II

GUARANTY PROVISIONS

Section 2.1 Guaranty.

Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations, provided, however, that each Guarantor shall be liable under this Guaranty only for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer (or similar concepts under foreign law), and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not merely of collection, and each Guarantor specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Loan Party (or any other Person) before or as a condition to the performance of the obligations of each Guarantor hereunder.

Section 2.2 Acceleration of Guaranty.

If an Event of Default of the nature set forth in Section 7.4 or Section 7.5 of the Credit Agreement shall occur and be continuing, all of the Obligations shall, as set forth in Section 7.16 of the Credit Agreement, be immediately due and payable, and, accordingly, each Guarantor shall be required to pay, jointly and severally, as principal obligor and not as Guarantor only, to the Administrative Agent, for the benefit of the Secured Parties, forthwith an amount equal to all of the Obligations.

Section 2.3 Guaranty Absolute, Etc.

This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations have been paid in full in cash, all obligations of each Guarantor hereunder have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated. Each Guarantor guarantees, jointly and severally, that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document

Exhibit J-2

under which they arise. All rights of the Administrative Agent and the liability of each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other guarantor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and each Guarantor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty held by any Secured Party or securing any of the Obligations; or

any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party, any surety or any guarantor.

Section 2.4 Reinstatement, Etc.

Each Guarantor, jointly and severally, agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Secured Party upon the

Exhibit J-3

insolvency, bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise, all as though such payment had not been made.

Section 2.5 Waiver, Indemnification, Etc.

Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against the Borrower, any other Loan Party or any other Person (including any other guarantor) or entity or any collateral securing the Obligations, as the case may be. Each Guarantor hereby, jointly and severally, agrees to indemnify and hold harmless the Administrative Agent and each other Secured Party for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred in enforcing any right under this Guaranty.

Section 2.6 Subordination.

Except as otherwise specifically provided in, or permitted by, this Guaranty or the Credit Agreement, all existing and future indebtedness of, or other obligations owed by, the Borrower to any Guarantor are hereby subordinated to all obligations and liabilities hereby guaranteed. Without the prior written consent of the Administrative Agent, such subordinated indebtedness shall not be paid or withdrawn in whole or in part, nor shall any Guarantor accept any payment of or on account of any such indebtedness, after the occurrence and during the continuance of an Event of Default under the Credit Agreement. Any payment by the Borrower in violation of this Guaranty shall be received by such Guarantor in trust for the Administrative Agent, and such Guarantor shall cause the same to be paid to the Administrative Agent immediately upon demand by the Administrative Agent on account of the Borrower’s obligations and liabilities hereby guaranteed. No Guarantor shall assign all or any portion of such indebtedness while this Guaranty remains in effect except upon prior written notice to the Administrative Agent by which the assignee of any such indebtedness agrees that the assignment is made subject to the terms of this Guaranty, and that any attempted assignment of such indebtedness in violation of the provisions hereof shall be void.

Section 2.7 Postponement of Subrogation.

Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to any Guarantor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(a) any Guarantor has made payment to the Secured Parties of all or any part of the Obligations, and

Exhibit J-4

(b) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Guarantor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor. In furtherance of the foregoing, for so long as any Obligations remain outstanding, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Secured Party, except that such Guarantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Guarantor in the event that the Administrative Agent has failed to file a proof of claim on such Guarantor’s behalf by the second business day before the due date for such filing.

Section 2.8 Successors, Transferees and Assigns; Transfers of Notes, Etc.

This Guaranty shall:

(a) be binding upon each Guarantor, and each Guarantor’s successors, transferees and assigns; and

(b) be enforceable by the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties.

Without limiting the generality of the foregoing clause (b), any Term Loan Lender may assign or otherwise transfer (in whole or in part) its Term Loan Exposure or Term Loan Note held by it and other Obligations of the assigning Term Loan Lender to any other Person or entity as permitted by, and in accordance with the terms of the Credit Agreement, and such other Person or entity shall thereupon become vested with all rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including this Guaranty) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Sections 9.1 and 9.17 of the Credit Agreement.

Section 2.9 Payments Free and Clear of Taxes, Etc.

(a) All payments made by any Guarantor hereunder shall be made in accordance with Section 2.6 of the Credit Agreement as if such Section were incorporated herein substituting “Guarantor” in the place of “Borrower” in each place it appears in that Section.

(b) Without prejudice to the survival of any other agreement of any Guarantor hereunder, the agreements and obligations of each Guarantor contained in this Section shall survive the payment in full in cash of the principal of and interest on the Term Loans and all other Obligations.

Exhibit J-5

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Guarantor hereby represents and warrants to the Administrative Agent for the benefit of the Secured Parties that the representations and warranties contained in Article IV of the Credit Agreement, insofar as such representations and warranties are applicable to such Guarantor and its properties, including all related definitions and ancillary provisions, are true and correct in all material respects.

ARTICLE IV

COVENANTS, ETC.

Each Guarantor covenants and agrees that, so long as any portion of the Obligations shall remain unpaid or any Interest Rate Agreements to which any Secured Party is a party shall remain in full force and effect, such Guarantor shall, unless the Term Loan Lenders shall otherwise consent in writing:

(a) perform, comply with and be bound by all of the agreements, covenants and obligations contained in Article V of the Credit Agreement, including all related definitions and ancillary provisions, which are applicable to such Guarantor or its properties, and

(b) perform, comply with and be bound by all of the agreements, covenants and obligations contained in Article VI of the Credit Agreement, including all related definitions and ancillary provisions, which are applicable to such Guarantor or its properties.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Binding on Successors, Transferees and Assigns; Assignment.

In addition to, and not in limitation of, Section 2.8. this Guaranty shall be binding upon each Guarantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Administrative Agent and its successors, transferees and assigns for the benefit of the Secured Parties (to the full extent provided pursuant to Section 2.8); provided, however, that no Guarantor may assign any of its obligations or rights hereunder without the prior written consent of the Required Lenders.

Section 5.2 Delay and Waiver.

No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Exhibit J-6

Section 5.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Guarantor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 5.4 Pari Passu Obligation.

The obligations of each Guarantor hereunder shall be at least pari passu with its obligations in connection with any other senior indebtedness or obligation incurred by each Guarantor.

Section 5.5 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Guarantor, to the following address:

Each Guarantor:	[Guarantor’s Name]
	c/o Switch & Data Facilities Company, Inc.
	1715 N. Westshore Blvd., Suite 650
	Tampa, Florida 33607
	Attention:         Chief Financial Officer
	Telecopy:         (813)  207-7802
The Administrative Agent:	Deutsche Bank AG New York Branch
	60 Wall Street
	New York, New York 10005
	Attention:         Anca Trifan
	Telecopy:         (212) 250-6159

Section 5.6 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and each Guarantor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 5.7 Headings.

Section and subsection headings contained in this Guaranty are inserted for convenience of reference only, shall not be deemed to be a part of this Guaranty for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Exhibit J-7

Section 5.8 Applicable Law; Entire Agreement.

This Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Guaranty and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 5.9 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Guaranty shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Guaranty or of such provision or obligation in any other jurisdiction.

Section 5.10 Consent to Jurisdiction.

Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 5.10 shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Guaranty against any Guarantor or any of its properties in the courts of any jurisdiction. Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in this Section 5.10. Each Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Guarantor irrevocably consents to service of process in the manner provided for notices in Section 5.5. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 5.11 Indemnity and Expenses.

Each Guarantor shall upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Guaranty;

Exhibit J-8

(b) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(c) the failure by any Guarantor to perform or observe any of the provisions hereof.

The provisions of this Section 5.11 shall survive termination of this Guaranty.

Section 5.12 Waiver of Jury Trial.

EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 5.13 Construction.

Each Guarantor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Guaranty with its legal counsel and that this Guaranty shall be construed as if jointly drafted by each Guarantor and the Administrative Agent.

Section 5.14 Counterparts; Effectiveness.

This Guaranty and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Guaranty shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page to this Guaranty or to any amendments, waivers, consents or supplements hereof or thereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 5.15 Additional Guarantors.

Subsidiaries of Switch & Data Facilities Company, Inc., the parent of the Borrower (“Additional Guarantors”) may hereafter become parties to this Guaranty by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Guaranty in connection therewith. Upon such execution and delivery by any Additional Guarantor, such Additional Guarantor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Guarantor had executed this Guaranty as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Guarantor’s obligations hereunder.

Exhibit J-9

Section 5.16 Intercreditor Arrangements.

The Guarantors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Guaranty and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit J-10

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

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit J-11

SWITCH AND DATA CA NINE LLC

SWITCH AND DATA GA THREE LLC

SWITCH AND DATA IL FOUR LLC

SWITCH AND DATA NY FOUR LLC

SWITCH AND DATA NY FIVE LLC

SWITCH & DATA/NY FACILITIES COMPANY LLC

SWITCH AND DATA PA THREE LLC

SWITCH AND DATA PA FOUR LLC

SWITCH AND DATA DALLAS HOLDINGS I LLC

SWITCH AND DATA DALLAS HOLDINGS II LLC

SWITCH AND DATA VA FOUR LLC

SWITCH AND DATA WA THREE LLC

By: Switch and Data Operating Company LLC, as Manager

By:

George A. Pollock, Jr.

Treasurer

SWITCH & DATA AZ ONE LLC

SWITCH & DATA CA ONE LLC

SWITCH & DATA CA TWO LLC

SWITCH & DATA CO ONE LLC

SWITCH & DATA FL ONE LLC

SWITCH & DATA FL TWO LLC

SWITCH & DATA FL FOUR LLC

SWITCH & DATA GA ONE LLC

SWITCH & DATA IL ONE LLC

SWITCH & DATA IN ONE LLC

SWITCH & DATA LA ONE LLC

SWITCH & DATA MA ONE LLC

SWITCH & DATA MI ONE LLC

SWITCH & DATA MO ONE LLC

SWITCH & DATA MO TWO LLC

SWITCH & DATA NY ONE LLC

SWITCH & DATA OH ONE LLC

SWITCH & DATA PA TWO LLC

SWITCH & DATA TN TWO LLC

SWITCH & DATA TX ONE LLC

SWITCH & DATA VA ONE LLC

SWITCH & DATA VA TWO LLC

Exhibit J-12

SWITCH & DATA WA ONE LLC
By: Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr. Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
			George A. Pollock, Jr. Treasurer

Exhibit J-13

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:
Name:	Anca Trifan
Title:	Director
By:
Name:
Title:

Exhibit J-14

EXHIBIT K

[FORM OF PLEDGE AGREEMENT]

[MASTER AGREEMENT]

This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge Agreement”), is entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each additional Pledgor who becomes a party hereto pursuant to Section 7.15 hereof (each a “Pledgor” and, collectively, the “Pledgors”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBTCA”), as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents, and DEUTSCHE BANK SECURITIES, INC. and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Pledgor execute this Pledge Agreement;

C. Each Pledgor will derive substantial direct and indirect benefits from the Term Loan made to the Borrower pursuant to the Credit Agreement; and

D. The Administrative Agent and each of the Term Loan Lenders is willing to make a Term Loan to the Borrower pursuant to the terms of the Credit Agreement on the condition that each Pledgor execute this Pledge Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit K-1

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms.

The following terms when used in this Pledge Agreement shall have the following meanings:

“Additional Pledgor” shall have the meaning assigned to such term in Section 7.15. hereof.

“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Shares or other shares of Equity Interests constituting Pledged Collateral, but shall not include Dividends or repurchases of redeemable shares.

“Dividends” means cash dividends and cash distributions with respect to any Pledged Shares or other Pledged Collateral which is not a liquidating dividend.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1.

“Pledged Note Issuer” means each Person identified in Item A of Attachment 1 hereto as the issuer of the Pledged Note identified opposite the name of such Person.

“Pledged Notes” means all notes (including, without limitation, promissory notes and notes evidencing indebtedness of a Subsidiary of any Pledgor to such Pledgor or any other Subsidiary of such Pledgor) of any Pledged Note Issuer which are required to be delivered by the Pledgor to the Administrative Agent as Pledged Collateral hereunder.

“Pledged Share Issuer” means each Person identified in Item B of Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the name of such Person.

“Pledged Shares” means all Equity Interests of any Pledged Share Issuer which are required to be delivered by any Pledgor to the Administrative Agent as Pledged Collateral hereunder.

Exhibit K-2

“Securities Act” shall have the meaning assigned to such term in Section 6.2.

“UCC” shall have the meaning assigned to such term in Section 1.3.

Section 1.2 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or the context otherwise requires, terms used in this Pledge Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to any rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

Section 1.3 UCC Definitions.

Unless otherwise defined herein or in the Credit Agreement or unless the context otherwise requires, terms for which meanings are provided in the Uniform Commercial Code of the applicable jurisdiction (“UCC”) are used in this Pledge Agreement, including, without limitation, its preamble and recitals, with such meanings.

ARTICLE II

PLEDGE

Section 2.1 Grant of Security Interest.

As security for the due and punctual payments in full in cash and performance in full of all Obligations, each Pledgor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a continuing security interest in all of the following property, to the extent owned by it (the “Pledged Collateral”):

(a) all promissory notes of each Pledged Note Issuer identified in Item A of Attachment 1 hereto if any;

(b) all issued and outstanding Equity Interests of each Pledged Share Issuer, each as identified in Item B of Attachment 1 hereto (except that in the case of Equity Interests of a Pledged Share Issuer organized in Canada, only sixty-five percent (65%) of such Equity Interests shall be pledged hereunder);

(c) all securities, notes, certificates and instruments representing or evidencing the property referred to in this Section 2.1 or the ownership thereof and any interest of such Pledgor reflected in the books of any financial intermediary pertaining to the property referred to in this Section 2.1 or of any Pledged Share Issuer thereof and all non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the property referred to in this Section 2.1;

Exhibit K-3

(d) all additional Equity Interests of any Pledged Share Issuer from time to time held or acquired by such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Collateral)(except that in the case of Equity Interests of a Pledged Share Issuer organized in Canada, only sixty-five percent (65%) of such Equity Interests shall be pledged hereunder), and all securities, certificates and instruments representing or evidencing such additional Equity Interests or the ownership thereof and any interest of such Pledgor reflected in the books of any financial intermediary pertaining to such additional Equity Interests or of the Pledged Share Issuer thereof, and all non-cash dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests;

(e) all other property referred to in this Section 2.1, whether now or hereafter delivered to the Administrative Agent in connection with this Pledge Agreement;

(f) all Dividends, Distributions, interest and other payments;

(g) all other options, warrants and rights to subscribe for or purchase voting or nonvoting Equity Interests of any Pledged Share Issuer and any present or future notes, bonds, debentures or other evidences of indebtedness owned by such Pledgor that (i) are at any time convertible into Equity Interests of any Pledged Share Issuer, or (ii) have or at any time would have voting rights with respect to any Pledged Share Issuer;

(h) all voting rights in respect of the property referred to in this Section 2.1; and

(i) all proceeds of any of the foregoing.

Section 2.2 Delivery of Pledged Collateral.

All certificates or instruments representing or evidencing any Pledged Collateral, including, without limitation, all Pledged Shares and all Pledged Notes, if any, shall be delivered to and held by or on behalf of and, in the case of any Pledged Notes, endorsed to the order of the Administrative Agent or its designee pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank.

Section 2.3 Continuing Security Interest; Transfer of Notes.

This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall:

(a) remain in full force and effect until payment in full in cash of all Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party,

Exhibit K-4

(b) be binding upon each Pledgor and its successors, transferees and assigns, and

(c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent.

Without limiting the foregoing clause (c), any Term Loan Lender may assign or otherwise transfer (in whole or in part) any Term Loan Note or Term Loan Exposure held by it and any other Obligations to any other Person or entity as permitted by, and in accordance with the terms of, the Credit Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including, without limitation, this Pledge Agreement) or otherwise.

Section 2.4 Security Interest Absolute.

All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, or any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other pledgor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party.

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and such Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity,

Exhibit K-5

compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party securing any of the Obligations; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party, any surety or any pledgor.

Section 2.5 Postponement of Subrogation.

Each Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Pledge Agreement, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to any Pledgor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(a) any Pledgor has made payment to the Secured Parties of all or any part of the Obligations, and

(b) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Pledgor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Pledgor of an interest in the Obligations resulting from such payment by such Pledgor.

In furtherance of the foregoing, for so long as any Obligations remain outstanding, such Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to any Secured Party, except that such Pledgor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Pledgor in the event that the

Exhibit K-6

Administrative Agent has failed to file a proof of claim on such Pledgor’s behalf by the second business day before the due date for such filing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Pledgor represents and warrants to the Administrative Agent for the benefit of the Secured Parties as set forth in this Article.

Section 3.1 Ownership, No Liens, Etc.

Each Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), its respective Pledged Collateral, free and clear of all Liens except Permitted Liens.

Section 3.2 Valid Security Interest.

This Pledge Agreement creates a valid security interest in the Pledged Collateral securing the payment of the Obligations.

When any certificates or instruments evidencing the Pledged Collateral shall be delivered hereunder, and for so long as such certificates or instruments shall remain in the possession of the Administrative Agent, the security interest in such Pledged Collateral created hereby shall be perfected under the Uniform Commercial Code and such security interest, as so perfected, will be first priority.

Section 3.3 As to Pledged Shares.

The Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of Equity Interests of each Pledged Share Issuer, except as otherwise described on Schedule 4.1.D to the Credit Agreement.

Section 3.4 As to Pledged Notes.

Each Pledged Note, if any, has been duly authorized, executed, endorsed, issued and delivered, and is the legal, valid and binding obligation of the issuer thereof, and such issuer is not in default thereunder.

Section 3.5 Authorization, Approval, etc.

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either:

(a) for the pledge by any Pledgor of any Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by such Pledgor, or

Exhibit K-7

(b) for the exercise by the Administrative Agent of the voting or other rights provided for in this Pledge Agreement.

Section 3.6 Application of Representations and Warranties.

It is understood and agreed that the foregoing representations and warranties shall apply to the Pledged Collateral delivered on the date hereof and that, with respect to Pledged Collateral delivered thereafter, the foregoing representations and warranties shall be deemed made on the date of delivery of such additional Pledged Collateral.

ARTICLE IV

COVENANTS

Section 4.1 Protect Pledged Collateral.

Each Pledgor will not sell, assign, transfer, pledge, or encumber in any other manner the Pledged Collateral except in accordance with the Credit Agreement Each Pledgor will warrant and defend the right and title herein granted unto the Administrative Agent in and to the Pledged Collateral (and all right, title, and interest represented by the Pledged Collateral) against the claims and demands of all Persons whomsoever.

Section 4.2 Stock Powers, Etc.

Each Pledgor agrees that all Pledged Shares delivered by each Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Administrative Agent. Each Pledgor shall, from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments, and similar documents, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the Pledged Collateral as the Administrative Agent may reasonably request and shall, from time to time upon the request of the Administrative Agent after the occurrence, and during the continuance, of any Event of Default, promptly transfer any Pledged Shares or other shares of common stock constituting Pledged Collateral into the name of any nominee designated by the Administrative Agent.

Section 4.3 Continuous Pledge.

Until the termination of this Pledge Agreement in accordance with Section 7.4, each Pledgor shall, at all times, keep pledged to the Administrative Agent pursuant hereto all Pledged Shares, all Dividends and Distributions with respect thereto, all Pledged Notes if any, all interest, principal and other proceeds received by the Administrative Agent with respect to any Pledged Notes, and all other Pledged Collateral and other securities, instruments, proceeds, and rights from time to time received by or distributable to such Pledgor in respect of any Pledged Collateral and will not permit any Pledged Share Issuer to issue any Equity Interests which shall not have been immediately duly pledged hereunder on a first priority perfected basis.

Exhibit K-8

Section 4.4 Voting Rights, Dividends, Etc.

(a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice thereof by each Pledgor, each Pledgor shall deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent, without any request herefore by the Administrative Agent, all Dividends, all Distributions, all interest, all principal, all other cash payments, and all proceeds of the Pledged Collateral, all of which shall be held by the Administrative Agent as additional Pledged Collateral for use in accordance with Section 6.4.

(b) If any Event of Default shall have occurred and be continuing, and the Administrative Agent shall have notified each Pledgor of the Administrative Agent’s intention to exercise its right under this Section 4.4(b) to exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, each Pledgor hereby grants to the Administrative Agent, effective upon the giving of such notice and without the execution or delivery of any other documents, an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Pledged Collateral; provided that, at the request of the Administrative Agent, and without affecting the intent that the proxy granted herein shall be effective without the execution or delivery of any additional documents, each Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be deemed by the Administrative Agent to be necessary or advisable to allow the Administrative Agent to effectively exercise such voting power.

(c) All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by each Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, pursuant to Section 4.4(a) above, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless any Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in Section 4.4(b), each Pledgor shall have the exclusive voting power with respect to any Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any such share of Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Pledgor that would be inconsistent with or violate any provision of any Loan Document.

Exhibit K-9

Section 4.5 Additional Undertakings.

Each Pledgor shall not, without the prior written consent of the Administrative Agent:

(a) enter into any agreement amending, supplementing, or waiving any provision of any Pledged Note (including, without limitation, any underlying instrument pursuant to which such Pledged Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof;

(b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Pledged Note or other instrument constituting Pledged Collateral (unless permitted by the Credit Agreement); or

(c) take or omit to take any action which would result in such Pledgor ceasing to own directly all of the Equity Interests of the Pledged Share Issuer.

ARTICLE V

THE ADMINISTRATIVE AGENT

Section 5.1 Administrative Agent Appointed Attorney-in-Fact.

Each Pledgor hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Administrative Agent’s discretion, following the occurrence and during the continuation of any Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;

(b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Pledged Collateral; provided that, with respect to this clause (c), such rights shall be exercised in accordance with Section 6.1; and

(d) to perform the affirmative Obligations of such Pledgor hereunder or under any other Loan Document.

Each Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Exhibit K-10

Section 5.2 Administrative Agent May Perform.

The Administrative Agent may from time to time, at its option, perform or cause to be performed any act which any Pledgor agrees hereunder to perform and which any Pledgor fails to perform. In addition, the Administrative Agent may from time to time take any other action which the Administrative Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Collateral or of its security interest therein. Expenses incurred by the Administrative Agent pursuant to this Section 5.2 shall be payable by the Pledgors pursuant to Section 6.5.

Section 5.3 Administrative Agent Has No Duty.

The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty on it to exercise any such powers. Except for the reasonable care of any Pledged Collateral (subject to Section 5.4) in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Pledged Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.

Section 5.4 Reasonable Care.

The Administrative Agent is required to exercise reasonable care in the custody and preservation of any of the Pledged Collateral in its possession; provided, however, the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Pledged Collateral if it takes such action for that purpose as any Pledgor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

ARTICLE VI

REMEDIES

Section 6.1 Certain Remedies.

If any Event of Default shall have occurred and be continuing:

(a) The Administrative Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days prior notice to such

Exhibit K-11

Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed herefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Administrative Agent may:

(i) transfer all or any part of the Pledged Collateral into the name of the Administrative Agent or its nominee, with or without disclosing that such Pledged Collateral is subject to the lien and security interest granted hereunder,

(ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Administrative Agent of any amount due or to become due thereunder,

(iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any Obligations of any nature of any party with respect thereto,

(iv) endorse any checks, drafts, or other writings in any Pledgor’s name to allow collection of the Pledged Collateral,

(v) take control of any proceeds of the Pledged Collateral, and

(vi) execute (in the name, place and stead of any Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral.

All rights and remedies provided for in this Pledge Agreement are cumulative, and not exclusive of any other rights or remedies. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 6.2 Securities Laws.

If the Administrative Agent shall determine to exercise its right to sell all or any of the Pledged Collateral pursuant to Section 6.1, each Pledgor shall, upon the request of the Administrative Agent, at the expense of such Pledgor:

(a) execute and deliver, and cause each issuer of the Pledged Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and

Exhibit K-12

things, as may be necessary to register such Pledged Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the “Securities Act”), and to cause the registration statement, relating thereto, if any, to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto;

(b) use its best efforts to qualify the Pledged Collateral under the state securities or “Blue Sky” laws, and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as reasonably requested by the Administrative Agent;

(c) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and

(d) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.

Section 6.3 Compliance with Restrictions.

Each Pledgor agrees that in any sale of any of the Pledged Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary:

(a) in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that prospective bidders and purchasers have certain qualifications, and restrict prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Collateral), or

(b) in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official.

Each Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to any Pledgor for any discount allowed by reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction.

Exhibit K-13

Section 6.4 Application of Proceeds.

All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged Collateral pursuant to this Article VI may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied in accordance with Section 8.7 of the Credit Agreement. Each Pledgor shall remain jointly and severally liable for any deficiency. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Obligations and the termination of all Interest Rate Agreements to which a Secured Party is a party shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Section 6.5 Indemnity and Expenses.

Each Pledgor shall, jointly and severally, upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Pledge Agreement;

(b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral;

(c) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(d) the failure by any Pledgor to perform or observe any of the provisions hereof.

The provisions of this Section 6.5 shall survive termination of this Pledge Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Additional Actions and Documents.

Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments, and take all further action that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

Section 7.2 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Pledgor, to the following address:

[Insert Name of Pledgor]

c/o Switch & Data Facilities Company, Inc

1715 N. Westshore Blvd., Suite 650

Tampa, Florida 33607

Attn: Chief Financial Officer

Telecopy: (813) 207-7802

Exhibit K-14

Section 7.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Pledgor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 7.4 Release and Satisfaction.

Upon the indefeasible payment (whether in cash and/or other consideration which is satisfactory to the Lenders in their sole discretion) and performance in full of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party (i) this Pledge Agreement and the security interest created hereby shall terminate, and (ii) upon written request of any Pledgor, the Administrative Agent shall execute and deliver to such Pledgor, at such Pledgor’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, all certificates, representations or evidences of the Pledged Shares and all Pledged Notes, together with all other Pledged Collateral held by the Administrative Agent hereunder and such documents as such Pledgor shall reasonably request to evidence such termination, and such Pledgor shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s liabilities and Obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 7.5 Benefit.

This Pledge Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, the Secured Parties and their respective successors, legal representatives and permitted assigns. No Pledgor shall assign any of its rights or obligations hereunder without the prior written consent of the Required Lenders.

Section 7.6 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Pledge Agreement, or consent to any departure by the Administrative Agent therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and each Pledgor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement; provided, however, that upon the execution of this Pledge Agreement by any Additional Pledgor pursuant to Section 7.15 hereof, the Administrative Agent and/or such Additional Pledgor may

Exhibit K-15

update Attachment 1 hereto. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 7.7 Headings.

Section and subsection headings contained in this Pledge Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Pledge Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 7.8 Applicable Law; Entire Agreement.

This Pledge Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), except to the extent that the validity or perfection of the security interest hereunder, or exercise of remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of New York. This Pledge Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 7.9 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Pledge Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Pledge Agreement or of such provision or obligation in any other jurisdiction.

Section 7.10 Consent to Jurisdiction.

Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Pledge Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 7.10 shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Pledge Agreement against any Pledgor or any of its properties in the courts of any jurisdiction. Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Exhibit K-16

Pledge Agreement in any court referred to in this Section 7.10. Each Pledgor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Pledgor irrevocably consents to service of process in any manner provided for notices in Section 7.2. Nothing in this Pledge Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 7.11 Construction.

Each Pledgor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Pledge Agreement with its legal counsel and that this Pledge Agreement shall be construed as if jointly drafted by the each Pledgor and the Administrative Agent.

Section 7.12 Waiver of Jury Trial.

EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 7.13 Survival.

All agreements, covenants, representations and warranties made herein shall survive the execution and delivery of this Pledge Agreement. Notwithstanding anything in this Pledge Agreement or implied by law to the contrary, the agreements set forth in Section 6.5 shall survive the payment of the Obligations and the termination of this Pledge Agreement.

Section 7.14 Counterparts; Effectiveness.

This Pledge Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Pledge Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

Delivery of an executed counterpart of a signature page to this Pledge Agreement or to any amendments, waivers, consents or supplements hereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 7.15 Additional Pledgors.

Subsidiaries of Switch & Data Facilities Company, Inc., the parent of the Borrower (“Additional Pledgors”) may hereafter become parties to this Pledge Agreement by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Pledge Agreement in connection therewith. Upon such execution and delivery by any Additional

Exhibit K-17

Pledgor, such Additional Pledgor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Pledgor had executed this Pledge Agreement as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Pledgor’s obligations hereunder.

Section 7.16 Intercreditor Arrangements.

The Pledgors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Pledge Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit K-18

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

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH & DATA FACILITIES

COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit K-19

SWITCH AND DATA CA NINE LLC
SWITCH AND DATA GA THREE LLC
SWITCH AND DATA IL FOUR LLC
SWITCH AND DATA NY FOUR LLC
SWITCH AND DATA NY FIVE LLC
SWITCH & DATA/NY FACILITIES COMPANY LLC
SWITCH AND DATA PA THREE LLC
SWITCH AND DATA PA FOUR LLC
SWITCH AND DATA DALLAS HOLDINGS I LLC
SWITCH AND DATA DALLAS HOLDINGS II LLC
SWITCH AND DATA VA FOUR LLC
SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
By:
George A. Pollock, Jr.
Treasurer
SWITCH & DATA AZ ONE LLC
SWITCH & DATA CA ONE LLC
SWITCH & DATA CA TWO LLC
SWITCH & DATA CO ONE LLC
SWITCH & DATA FL ONE LLC
SWITCH & DATA FL TWO LLC
SWITCH & DATA FL FOUR LLC
SWITCH & DATA GA ONE LLC
SWITCH & DATA IL ONE LLC
SWITCH & DATA IN ONE LLC
SWITCH & DATA LA ONE LLC
SWITCH & DATA MA ONE LLC
SWITCH & DATA MI ONE LLC
SWITCH & DATA MO ONE LLC
SWITCH & DATA MO TWO LLC
SWITCH & DATA NY ONE LLC
SWITCH & DATA OH ONE LLC
SWITCH & DATA PA TWO LLC
SWITCH & DATA TN TWO LLC
SWITCH & DATA TX ONE LLC
SWITCH & DATA VA ONE LLC
SWITCH & DATA VA TWO LLC

Exhibit K-20

SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
By:
George A. Pollock, Jr.
Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
			George A. Pollock, Jr.
			Treasurer

Exhibit K-21

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	__________________)
	)     ss.
COUNTY OF	__________________)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this ______ day of ______, _________, personally appeared George A. Pollock, Jr., to me known personally, and who, being by me duly sworn deposes and says that he is the authorized officer of SWITCH & DATA HOLDINGS, INC., SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND DATA ENTERPRISES, INC., SWITCH AND DATA MANAGEMENT COMPANY LLC, SWITCH AND DATA OPERATING COMPANY LLC, SWITCH & DATA FACILITIES COMPANY LLC, SWITCH AND DATA COMMUNICATIONS LLC, SWITCH AND DATA FL SEVEN LLC, SWITCH AND DATA IL FIVE LLC, TELX ACQUISITION, INC., SWITCH AND DATA CA NINE LLC, SWITCH AND DATA GA THREE LLC, SWITCH AND DATA II, FOUR LLC, SWITCH AND DATA NY FOUR LLC, SWITCH AND DATA NY FIVE LLC, SWITCH & DATA/NY FACILITIES COMPANY LLC, SWITCH AND DATA PA THREE LLC, SWITCH AND DATA PA FOUR LLC, SWITCH AND DATA DALLAS HOLDINGS I LLC, SWITCH AND DATA DALLAS HOLDINGS II LLC, SWITCH AND DATA VA FOUR LLC, SWITCH AND DATA WA THREE LLC, SWITCH & DATA AZ ONE LLC, SWITCH & DATA CA ONE LLC, SWITCH & DATA CA TWO LLC, SWITCH & DATA CO ONE LLC, SWITCH & DATA FL ONE LLC, SWITCH & DATA FL TWO LLC, SWITCH & DATA FL FOUR LLC, SWITCH & DATA GA ONE LLC, SWITCH & DATA IL ONE LLC, SWITCH & DATA IN ONE LLC, SWITCH & DATA LA ONE LLC, SWITCH & DATA MA ONE LLC, SWITCH & DATA MI ONE LLC, SWITCH & DATA MO ONE LLC, SWITCH & DATA MO TWO LLC, SWITCH & DATA NY ONE LLC, SWITCH & DATA OH ONE LLC, SWITCH & DATA PA TWO LLC, SWITCH & DATA TN TWO LLC, SWITCH & DATA TX ONE LLC, SWITCH & DATA VA ONE LLC, SWITCH & DATA VA TWO LLC, SWITCH & DATA WA ONE LLC, SWITCH AND DATA TX FIVE LP, and that said instrument was signed and sealed on behalf of said company, and said officer acknowledged said instrument to be the free act and deed of each said company.

Notary Public

My commission expires:

Exhibit K-22

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit K-23

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF	__________________)
	)	ss.
COUNTY OF	__________________)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this __________ day of [Month, Year], personally appeared ______________________ to me known personally, and who, being by me duly sworn, deposes and says that he/she is the of ______________________ Deutsche Bank AG New York Branch, and that said instrument was signed and sealed on behalf of said bank, and said officer acknowledged said instrument to be the free act and deed of said bank.

Notary Public

My commission expires:

Exhibit K-24

Attachment 1 to Pledge Agreement

Item A. Pledged Notes

Pledgor	Pledged Note Issuer	Description of Pledged Notes
None	None	N/A

Item B. Pledged Shares

Pledgor	Pledged Share Issuer	% of Outstanding Shares Pledged
Switch & Data Facilities Company, Inc.	Switch & Data Holdings, Inc.	100	%
Switch & Data Facilities Company LLC	Switch & Data AZ One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data CA One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data CA Two LLC	100	%
Switch and Data Operating Company LLC	Switch and Data CA Nine LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data CO One LLC	100	%
Switch and Data Operating Company LLC	Switch and Data Communications LLC	100	%
Switch & Data Holdings, Inc.	Switch and Data Enterprises, Inc.	100	%
Switch and Data Enterprises, Inc.	Switch & Data Facilities Company LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data FL One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data FL Two LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data FL Four LLC	100	%
Switch and Data Operating Company LLC	Switch and Data FL Seven LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data GA One LLC	100	%
Switch and Data Operating Company LLC	Switch and Data GA Three LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data IL One LLC	100	%
Switch and Data Operating Company LLC	Switch and Data IL Four LLC	100	%
Switch and Data Operating Company LLC	Switch and Data IL Five LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data IN One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data LA One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data MA One LLC	100	%
Switch and Data Enterprises, Inc.	Switch and Data Management Company LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data MI One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data MO One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data MO Two LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data NY One LLC	100	%

Exhibit K-25

Pledgor	Pledged Share Issuer	% of Outstanding Shares Pledged
Switch and Data Operating Company LLC	Switch & Data/NY Facilities Company LLC	100	%
Switch and Data Operating Company LLC	Switch and Data NY Four LLC	100	%
Switch and Data Operating Company LLC	Switch and Data NY Five LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data OH One LLC	100	%
Switch and Data Enterprises, Inc.	Switch and Data Operating Company LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data PA Two LLC	100	%
Switch and Data Operating Company LLC	Switch and Data PA Three LLC	100	%
Switch and Data Operating Company LLC	Switch and Data PA Four LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data TN Two LLC	100	%
Switch and Data Enterprises, Inc.	Switch and Data Toronto Ltd.	65	%
Switch and Data Operating Company LLC	Switch and Data Dallas Holdings I LLC	100	%
Switch and Data Operating Company LLC	Switch and Data Dallas Holdings II LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data TX One LLC	100	%
Switch and Data Dallas Holdings I LLC and Switch and Data Dallas Holdings II LLC	Switch and Data TX Five LP	100	%
Switch & Data Facilities Company LLC	Switch & Data VA One LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data VA Two LLC	100	%
Switch and Data Operating Company LLC	Switch and Data VA Four LLC	100	%
Switch & Data Facilities Company LLC	Switch & Data WA One LLC	100	%
Switch and Data Operating Company LLC	Switch and Data WA Three LLC	100	%
Switch and Data Operating Company LLC	Telx Acquisition, Inc.	100	%

Exhibit K-26

EXHIBIT L

[FORM OF SECURITY AGREEMENT]

[MASTER AGREEMENT]

This SECURITY AGREEMENT (as amended, supplemented, and restated or otherwise modified from time to time, this “Security Agreement”), is entered into as of October 13, 2005, by each entity identified on the signature pages attached hereto and each Additional Grantor who becomes a party hereto pursuant to Section 6.6 hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with any successors) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS TERM LOAN LENDERS (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term Loan Lenders (in such capacity, the “Administrative Agent”), CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as the co-documentation agents for the Term Loan Lenders, CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as the co-syndication agents for the Term Loan Lenders, and DEUTSCHE BANK SECURITIES, INC., and BNP PARIBAS, as joint lead arrangers;

B. The Credit Agreement requires that each Grantor execute this Security Agreement; and

C. The Administrative Agent and each of the Term Loan Lenders is willing to make a Term Loan to the Borrower pursuant to the terms of the Credit Agreement on the condition that each Grantor execute this Security Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Exhibit L-1

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms.

Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms as in the Credit Agreement:

“Additional Grantor” shall have the meaning assigned to such term in Section 6.6 hereof.

“Collateral” shall have the meaning set forth in Section 2.1.

“Contracts” means, collectively, all contracts to which each Grantor now is, or hereafter will be, bound, or a party, beneficiary or assignee, including, without limitation, (a) the Material Contracts, all escrow agreements that may be entered into by such Grantor, and all other instruments, agreements and documents executed and delivered with respect to such contracts, any guarantees or letters of credit provided to such Grantor to assure the performance by any party to any contract and all revenues, damages, rentals, proceeds and other sums of money due and to become due from any of the foregoing, as the same may be amended, supplemented or modified from time to time in accordance with the terms thereof, and (b) any interest rate swap, cap or other interest rate hedging arrangement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Permits” shall have the meaning set forth in Section 2.1.

“Receivables” shall have the meaning set forth in Section 2.1.

“Related Contracts” shall have the meaning set forth in Section 2.1.

Section 1.2 Credit Agreement Definitions; Principles of Interpretation.

Unless otherwise defined herein or unless the context otherwise requires, terms used in this Security Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (including the principles of interpretation set forth in Section 1.3 of the Credit Agreement). All references herein to the security interest granted to, assignment or pledge to or other rights or interests granted hereby to the Administrative Agent shall be deemed to be rights or interests granted to the Administrative Agent for the benefit of each of the Secured Parties, whether or not specifically so stated.

Section 1.3 UCC Definitions.

Unless otherwise defined herein or in the Credit Agreement or unless the context otherwise requires, terms for which meanings are provided in the Uniform Commercial Code of the applicable jurisdiction (the “UCC”) are used in this Security Agreement, including, without limitation, its preamble and recitals, with such meanings.

Exhibit L-2

ARTICLE II

Section 2.1 Creation of Security Interest.

As security for the due and punctual payment in full in cash and performance in full of the Obligations, each Grantor hereby assigns and pledges to the Administrative Agent for the benefit of the Secured Parties, and unconditionally grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and lien on, all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter existing or acquired by such Grantor (collectively, the “Collateral”):

(a) all “accounts” (as defined in the UCC), Contracts and contract rights (including (i) rights of such Grantor to receive moneys due and to become due under or pursuant to any Contract (whether as contractual obligations, damages or otherwise), (ii) all rights of such Grantor to receive any proceeds of any insurance, indemnity, warranty, or guarantee with respect to any Contract, (iii) all rights of such Grantor with respect to claims, rights, powers, or privileges under any Contract, (iv) all rights of such Grantor to terminate, amend, supplement or modify any Contract, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of such Grantor under each Contract to make determinations, to exercise any election (including, but not limited to, the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with lull power and authority with respect to any Contract to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the Contracts, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing, and (vi) the rights of such Grantor to payment for goods or other property (including, the sale of capacity or any other use of the Colocation Facilities or a portion thereof) sold or leased or services performed by such Grantor), chattel paper (whether tangible or electronic), documents, and instruments of such Grantor, in all cases whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all of such Grantor’s right, title and interest in and to any goods, services or property represented by the foregoing prior to the sale thereof, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases, letters of credit, guarantees and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, and instruments (any and all such accounts, contract rights as referred to above, chattel paper, documents and instruments being the “Receivables,” and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);

(b) all “general intangibles” (as defined in the UCC), including, to the extent assignable, all payment intangibles and all rights relating to design, development, operation, and use of any Colocation Facilities, all certificates of occupancy, zoning variances, building, use or other permits, approvals, authorizations, licenses and consents obtained from any governmental agency in connection with the development, use,

Exhibit L-3

operation or management of any Colocation Facilities (the “Permits”), all construction, service, engineering, consulting, architectural and other similar contracts concerning the design, construction, operation, occupancy and/or use of any Colocation Facilities, all architectural drawings, plans, specifications, soil tests, appraisals, route surveys, engineering reports and similar materials relating to all or any portion of any Colocation Facilities, and all payment and performance bonds or warranties or guarantees relating to any Colocation Facilities; all rights under and in patents, patent licenses, rights in intellectual property, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade secrets, service marks, logos, other source and business identifiers, trademark registrations and applications for registration used exclusively at or relating exclusively to any part of such Grantor’s business; all renewals, extensions and continuations-in-part of the items referred to above, including, without limitation, any of the trademarks set forth on Schedule 1 hereto; any written agreements granting to such Grantor any right to use any trademark or trademark registration at or in connection with such Grantor’s business; and the right of such Grantor to sue for past, present and future infringements of the foregoing; and the right in the name and on behalf of such Grantor to appear in and defend any action or proceeding brought with respect to any part of such Grantor’s real or personal property and to commence any action or proceeding to protect the interest of such Grantor in such Collateral;

(c) all books, records, writings, design documents, computer programs, printouts and other computer materials and records, data bases, software, information and other property relating to, used or useful in connection with, such Grantor’s business;

(d) to the extent not otherwise included in any of the classes or categories enumerated above, all deposit accounts, goods, equipment, inventory, documents, instruments, securities and chattel paper (as each of such terms is defined in the UCC);

(e) all personal property of whatever kind or nature whatsoever, including personal property used in the operation of such Grantor’s business, or in any way related to the land on which any Colocation Facility is located, any Colocation Facilities or any other improvements or fixtures on such land, whether located on or in, affixed to, or attached to such land or improvements or otherwise related thereto or arising therefrom, and whether tangible or intangible, direct or indirect, fully matured or contingent, and all extensions, additions, improvements, betterments, renewals, substitutions, and replacements to or of any of the foregoing;

(f) to the extent not otherwise included in any of the foregoing classes or categories of personal property, all proceeds (including all proceeds as defined in the UCC and all cash and non-cash proceeds as referred to in Section 552 of the United States Bankruptcy Code), products, offspring and profits of or from any of the foregoing;

(g) all motor vehicles and all rights under equipment leases and all bills of lading and warehouse receipts relating to the Collateral;

Exhibit L-4

(h) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, investment property, supporting obligations, and rights to the payment of money, insurance claims and proceeds.

(i) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral;

provided, however, that with respect to the Contracts and Related Contracts, any such Contract or Related Contract shall only be deemed to be and treated as Collateral if (i) such Contract or Related Contract (other than Receivables) may lawfully be assigned (whether as an outright assignment or as collateral security) to the Administrative Agent, for the benefit of the Secured Parties, and (ii) the granting of a security interest in and lien on, all of such Grantor’s right, title and interest in such Contract or Related Contract (other than Receivables) will not conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under such Contract or Related Contract (other than Receivables), except that any such restriction on the granting of a security interest in and lien on such Contract or Related Contract (other than Receivables) shall not be applicable to (A) any such grant of a security interest therein which is effective under applicable law or (B) payment intangibles; and provided, further, that with respect to the Permits, any such Permit shall only be deemed to be and treated as Collateral if such Permit may lawfully be assigned (whether as an outright assignment or as collateral security) to the Administrative Agent, for the benefit of the Secured Parties.

Section 2.2 Additional Documents.

Each Grantor shall execute all assignments, certificates, and other documents and instruments with respect to the Collateral pursuant to the UCC and otherwise as may be necessary or reasonably requested by the Administrative Agent to perfect or from time to time to publish notice of, or continue or renew the security interests granted hereby (including, such certificates and other documents as may be necessary or reasonably requested to perfect a security interest in any additional property or rights hereafter acquired by such Grantor or in any replacements, products or proceeds thereof), in each case in form and substance reasonably satisfactory to the Administrative Agent. Each Grantor will pay the cost of filing the same and all financing statements filed by the Administrative Agent in all public offices where filing is necessary or reasonably requested by the Administrative Agent and will pay any and all recording, transfer or filing taxes that may be due in connection with any such filing. Each Grantor grants the Administrative Agent the right, at any time and at the Administrative Agent’s option, and at such Grantor’s expense, to file any or all such documents pursuant to the UCC and otherwise as the Administrative Agent reasonably may deem necessary or desirable.

Exhibit L-5

Section 2.3 Other Actions.

Further to insure the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in the Collateral, each Grantor agrees, in each case at such Grantor’s expense, to take the following actions with respect to the following Collateral and without limitation on such Grantor’s other obligations contained in this Agreement:

(a) Promissory Notes and Tangible Chattel Paper. If any Grantor shall, now or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.

(b) Deposit Accounts. Except to the extent expressly provided for otherwise in Section 5.11 of the Credit Agreement, for each deposit account that any Grantor, now or at any time hereafter, opens or maintains, such Grantor shall, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) cause the depositary bank to agree to comply without further consent of such Grantor, at any time with instructions from the Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, or (b) arrange for the Administrative Agent to become the customer of the depositary bank with respect to the deposit account, with such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw funds from such deposit account. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from the Grantor, unless an Event of Default has occurred and is continuing, or, if effect were given to any withdrawal not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to (i) a deposit account for which the Administrative Agent is the depositary bank and is in automatic control, and (ii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Grantor’s salaried employees.

(c) Investment Property. If any Grantor shall, now or at any time hereafter, hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by such Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Administrative Agent as to such securities, or (b) arrange for the Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities

Exhibit L-6

intermediary or commodity intermediary, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (i) cause such securities intermediary or commodity intermediary (as the case may be) to agree to comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such investment property, with such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

(d) Collateral in the Possession of a Bailee. If any Collateral is, now or at any time hereafter, in the possession of a bailee, the applicable Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, shall promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to the Administrative Agent, that the bailee holds such Collateral for the benefit of the Administrative Agent and such bailee’s agreement to comply, without further consent of such Grantor, at any time with instructions of the Administrative Agent as to such Collateral. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to the bailee.

(e) Electronic Chattel Paper and Transferable Records. If any Grantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may

Exhibit L-7

be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.

(f) Letter-of-credit Rights. If any Grantor is, now or at any time hereafter, a beneficiary under a letter of credit now or hereafter, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of the letter of credit or (b) arrange for the Administrative Agent to become the transferee beneficiary of the letter of credit, with the Administrative Agent agreeing, in each case, that the proceeds of the letter of credit are to be applied as provided in the Credit Agreement.

(g) Commercial Tort Claims. If any Grantor shall, now or at any time hereafter, hold or acquire a commercial tort claim, such Grantor shall immediately notify the Administrative Agent in a writing signed by such Grantor of the particulars thereof and grant to the Administrative Agent, for the benefit of Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Amended Security Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent.

(h) Other Actions as to any and all Collateral. Subject to Section 5.11 and 5.12 of the Credit Agreement, each Grantor further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that such Grantor’s signature thereon is required therefore, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using its best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Exhibit L-8

Section 2.4 Injury to Collateral.

No injury to, or loss or destruction of, the Collateral or any part thereof shall relieve any Grantor of any of the Obligations.

Section 2.5 Continuing, Security Interest; Transfer of Notes.

This Security Agreement shall create a continuing security interest in the Collateral and

(a) remain in full force and effect until payment in full in cash of all Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party,

(b) be binding upon each Grantor, its successors, transferees and assigns, and

(c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (c), any Term Loan Lender may assign or otherwise transfer (in whole or in part) any Term Loan Note or Term Loan Exposure held by it and any other Obligations to any other Person or entity as permitted by, and in accordance with the terms of the Credit Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Term Loan Lender under any Loan Document (including this Security Agreement) or otherwise.

Section 2.6 Grantors Remain Liable.

Anything herein to the contrary notwithstanding:

(a) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Security Agreement had not been executed,

(b) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and

(c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Security Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Exhibit L-9

Section 2.7 Security Interest Absolute.

All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of each Grantor hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any Term Loan Note, or any other Loan Document or any Interest Rate Agreement;

(b) the failure of any Secured Party:

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other grantor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document, any Interest Rate Agreement or otherwise, or

(ii) to exercise any right or remedy against any other grantor of, or collateral securing, any of the Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and each Grantor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Term Loan Note, any other Loan Document or any Interest Rate Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party securing any of the Obligations; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, such Grantor, the Borrower, any other Loan Party or any surety or guarantor.

Section 2.9 Postponement of Subrogation.

Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Security Agreement, by any payment made hereunder or

Exhibit L-10

otherwise, until the prior payment in full in cash of all of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party. Any amount paid to such Grantor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if:

(h) such Grantor has made payment to the Secured Parties of all or any part of the Obligations, and

(i) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated,

then, at such Grantor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment by such Grantor. In furtherance of the foregoing, for so long as any Obligations remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party, except that any Grantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Grantor in the event that the Administrative Agent has failed to file a proof of claim on such Grantor’s behalf by the second business day before the due date for such filing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GRANTOR

Each Grantor hereby represents and warrants to the Administrative Agent and the other Secured Parties that:

Section 3.1 Title to Collateral.

Each Grantor is the sole owner of, and has good, valid, and marketable title to, the applicable Collateral, free from all Liens other than Permitted Liens, and each Grantor has full right and power to grant the Administrative Agent for the benefit of the Secured Parties a lien thereon and a security interest therein.

Section 3.2 Security Interest.

The execution and delivery of this Security Agreement creates a good and valid lien on and security interest in the Collateral, other than the Collateral, if any, consisting of real property on which no mortgage has been granted.

Exhibit L-11

Section 3.3 Negotiable Documents, Instruments and Chattel Paper.

Each Grantor has, contemporaneously with the execution and delivery of this Security Agreement, delivered to the Administrative Agent possession of all originals of all negotiable documents, instruments and chattel paper, including all negotiable documents, instruments and chattel paper evidencing Receivables, currently owned or held by such Grantor (duly endorsed in blank, if requested by the Administrative Agent).

Section 3.4 Authorization, Approval, Etc.

Except as have been obtained or made and are in full force and effect, no authorization, approval or other action by, and no notice to or filing with, any Governmental Instrumentality, regulatory body or any other Person is required for the grant by any Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by such Grantor or for the exercise by the Administrative Agent of the rights provided for in this Security Agreement, other than those authorizations, approvals, actions, notices or filings set forth in Schedule 3.4 hereto.

Section 3.5 Bankruptcy Matters.

Each Grantor has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of all or substantially all of its assets, suffered the attachment or other judicial seizure of all or substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.

Section 3.6 Representations and Warranties under the Credit Agreement.

The representations and warranties of or pertaining to each Grantor contained in the Credit Agreement and each of the other Loan Documents are true and correct as of the date hereof to the same extent as if set forth in full herein.

Section 3.7 Filing Jurisdiction.

As of the date hereof, the jurisdiction of formation and/or incorporation, as applicable, of each Grantor is the State of Delaware, except for such Grantors identified on Schedule 3.7 attached hereto, which are formed and/or incorporated in the jurisdiction identified thereon.

ARTICLE IV

COVENANTS OF GRANTOR

Section 4.1 General Covenants Relating to Collateral.

Until all Obligations have been paid and performed in full and all Interest Rate Agreements to which any Secured Party is a party have been terminated, each Grantor hereby

Exhibit L-12

covenants that, unless the Administrative Agent, acting pursuant to the Credit Agreement, otherwise consents in advance in writing:

Section 4.1.1 Collateral.

Subject to Section 5.11 and 5.12 of the Credit Agreement, each Grantor shall:

(a) execute and deliver any and all documents, or cause the execution and delivery of any and all documents, necessary to create, perfect, preserve, validate or otherwise protect the Administrative Agent’s lien on and security interest in the Collateral and the priority thereof,

(b) maintain, or cause to be maintained, at all times the Administrative Agent’s lien on and security interest in the Collateral and the priority thereof,

(c) promptly upon learning thereof, report to the Administrative Agent any matters that could reasonably be expected to materially and adversely affect the value or enforceability or collectibility of any of the Collateral,

(d) defend the Collateral and the Administrative Agent’s interests therein against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Administrative Agent and pay all costs and expenses (including, reasonable attorneys’ fees and charges) incurred in connection with such defense, and

(e) at such Grantor’s sole cost and expense, settle any and all such claims and disputes and indemnify and protect the Administrative Agent against any liability, loss, cost or expense (including, reasonable attorneys’ fees and charges), arising therefrom or out of any matter affecting any of the Collateral.

provided, however, that if the Administrative Agent shall so elect after the occurrence and during the continuation of an Event of Default hereunder, the Administrative Agent shall have the right at all times to settle, compromise, adjust or liquidate all claims or disputes directly with any Grantor or any obligor of such Grantor upon such terms and conditions as the Administrative Agent reasonably deems advisable, and to charge all costs and expenses thereof (including, reasonable attorneys’ fees and charges) to such Grantor’s account and to add them to the Obligations, whereupon such costs and expenses shall be and become part of the Obligations.

Section 4.1.2 No Change in Places of Business or Collateral.

Each Grantor shall:

(a) maintain its jurisdiction of formation in the jurisdiction set forth in Section 3.7, and in such other places as such Grantor may select, provided that such Grantor shall provide to the Administrative Agent at least twenty (20) days’ prior written notice of any reorganization under the laws of a different jurisdiction and,

Exhibit L-13

(b) keep, store and maintain the Collateral only at the locations disclosed to the Administrative Agent,

(c) keep and maintain the records and books of account relating to the Collateral only at such Grantor’s chief executive office or at the Borrower’s chief executive office.

Section 4.1.3 No Impairment.

Each Grantor shall not take or permit to be taken any action in connection with the Collateral which would impair in any material respect the value of the interests or rights of such Grantor therein or which would impair the interests or rights of the Administrative Agent therein or with respect thereto.

Section 4.1.4 Sale of Assets.

Each Grantor shall not sell, lease, assign, pledge, transfer or otherwise dispose of any of the Collateral, whether now owned or hereafter acquired, except as expressly permitted by the Credit Agreement.

ARTICLE V

RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT

Section 5.1 Miscellaneous Rights of the Administrative Agent

Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right: (i) to declare all of the monetary Obligations to be immediately due and payable, whereupon all such Obligations shall become immediately due and payable without presentment, demand, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by each Grantor, anything contained herein to the contrary notwithstanding; (ii) to exercise any one or more of the rights and remedies exercisable by the Administrative Agent under any other provisions of this Security Agreement, or any other related agreement, or exercisable by a secured party under the UCC or under any other applicable law; and (iii) to exercise, in the name of any Grantor or in the name of the Administrative Agent, such rights and powers with respect to the Collateral as such Grantor might exercise, including, the right to:

(a) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral or any part thereof;

(b) insure, process, and preserve the Collateral;

(c) transfer the Collateral or any part thereof to the name of the Administrative Agent or to the name of the Administrative Agent’s nominee;

Exhibit L-14

(d) receive, open, and dispose of mail addressed to such Grantor relating to the Collateral or any part thereof;

(e) collect and endorse, receive, and give receipts for all dividends, interest, rent, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral or any part thereof or on account of its sale or lease;

(f) initiate, pursue, compromise, settle or withdraw any claims, suits or proceedings pertaining to the Collateral or any part thereof or to any interest, rent or other payment on or on account of the Collateral or any part thereof or on account of its sale or lease;

(g) take possession of and endorse in the name of such Grantor or in the name of the Administrative Agent, for the account of such Grantor, any bills of exchange, checks, drafts, money orders, notes or any other chattel paper, documents or instruments constituting all or any part of the Collateral or received as interest, rent or other payment on or on account of the Collateral or any part thereof or on account of its sale or lease;

(h) appoint another (who may be an employee, officer or other representative of the Administrative Agent) to do any of the foregoing on behalf of the Administrative Agent;

(i) execute (in the name, place and stead of such Grantor) endorsements, assignments and other instruments of conveyance or transfer with respect to all or any of the Collateral; and

(j) take any other action which the Administrative Agent deems necessary or desirable to protect or realize upon its security interest in the Collateral or any part thereof, and each Grantor hereby irrevocably appoints the Administrative Agent as such Grantor’s attorney-in-fact to take any such action, including the execution and delivery of any and all documents or instruments related to the Collateral or any part thereof in such Grantor’s name, and said appointment shall create in the Administrative Agent a power coupled with an interest which shall be irrevocable.

Section 5.2 Right of the Administrative Agent to Take Possession and Foreclose.

Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent shall:

(a) have the right and power to take possession of the Collateral and of any and all books of account and records of any Grantor relating to any of the Collateral,

(b) have the right to place the Administrative Agent’s representatives upon any premises on which the Collateral or any part thereof or any such books of account or records may be situated with full power to remove the same therefrom, and

Exhibit L-15

(c) have the right to exclude any Grantor and all persons claiming under such Grantor from any access to the Collateral or to any part thereof, and the Administrative Agent and such representatives are hereby granted the irrevocable license to enter upon such premises for such purpose.

The Administrative Agent may require one or more Grantors to assemble the Collateral or any part thereof and to make the same (to the extent the same is moveable) available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to such Grantor and the Administrative Agent. The Administrative Agent may render the Collateral or any part thereof unusable without removing the same from the premises on which it may be situated, and may sell the same on the premises of such Grantor if such Collateral or part thereof is situated thereon. The Administrative Agent may make formal application for the transfer of all of such Grantor’s permits, licenses, approvals, and the like relating to the Collateral or to such Grantor’s business to the Administrative Agent or to any assignee of the Administrative Agent or to any purchaser of any of the Collateral to the extent the same are assignable in accordance with their terms and applicable law. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give such Grantor at least ten (10) days’ prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, which notice shall constitute reasonable notice.

In addition to exercising the foregoing rights, the Administrative Agent may, to the extent permitted by law, arrange for and conduct the sale of the Collateral at a public or private sale, as the Administrative Agent may elect, which sale may be conducted by an employee or representative of the Administrative Agent, and any such sale shall be considered or deemed to be a sale made in a commercially reasonable manner. The Administrative Agent may release, temporarily or otherwise, to a Grantor any item of Collateral of which the Administrative Agent has taken possession pursuant to any right granted to the Administrative Agent by this Security Agreement without waiving any rights granted to the Administrative Agent under this Security Agreement, the Credit Agreement, the other Loan Documents or any other agreement related hereto or thereto.

Each Grantor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshalling of assets or to require, upon foreclosure, sales of assets in a particular order. Each successor and assign of each Grantor, including a holder of a lien subordinate to the lien created hereby (without implying that such Grantor has, except as expressly provided herein, a right to grant an interest in, or a subordinate lien on, any of the Collateral), by acceptance of its interest or lien agrees that it shall be bound by the above waiver, to the same extent as if such holder gave the waiver itself. Each Grantor also hereby waives, to the full extent it may lawfully do so, the benefit of all laws providing for rights of appraisal, valuation, stay or extension or of redemption after foreclosure now or hereafter in force.

Exhibit L-16

Section 5.3 Right of the Administrative Agent to Collect and Service Accounts.

Upon the occurrence and during the continuation of any Event of Default, and the acceleration of any Loan in accordance with Article VII of the Credit Agreement, the Administrative Agent may notify or may require any Grantor to notify any person or entity obligated to such Grantor under any account for monies due or to become due forming all or any part of the Collateral, whether now existing or hereafter acquired, that the same has been assigned to the Administrative Agent and that such obligor should make payment or performance of its obligations under such account directly to the Administrative Agent, and the Administrative Agent may take possession of and exercise control over all proceeds of any such account in such Grantor’s possession or otherwise, and may take any other action which the Administrative Agent deems necessary or desirable to collect any such account or the proceeds thereof. To evidence the Administrative Agent’s rights hereunder, each Grantor shall, at such Grantor’s expense, execute such assignments or endorsements of any such account, or of the proceeds thereof, as the Administrative Agent may request.

Section 5.4 Right of the Administrative Agent to Use, Operate and Maintain Collateral.

Rights of the Administrative Agent. Upon the Administrative Agent’s taking possession of all or any part of the Collateral in accordance with the terms of this Security Agreement or otherwise, the Administrative Agent shall have the right to hold, store, and/or use, operate, manage, and control the same. Upon any such taking of possession, the Administrative Agent may (but shall not be obligated to), from time to time, at the expense of the applicable Grantor, make all such repairs, replacements, alterations, additions, and improvements to and of all or any of the Collateral as the Administrative Agent may deem proper. In any such case, the Administrative Agent shall have the right to exercise all rights and powers of such Grantor in respect of the Collateral or any part thereof as the Administrative Agent shall deem proper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof as the Administrative Agent may see fit; and the Administrative Agent shall be entitled to collect and receive all rents, issues, profits, fees, revenues, and other income of the same and every part thereof.

The Administrative Agent Has No Duty. The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for the reasonable care and preservation of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

Section 5.5 Right of the Administrative Agent to Appoint Receiver.

Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent shall, as a matter of right and without any requirement of notice, to the extent permitted under applicable law, be entitled to appoint a receiver for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or otherwise. All disbursements made by the receiver under this Section 5.5 and the expenses of receivership shall be added to and be a part of the Obligations, and, whether or not said principal

Exhibit L-17

sum, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Security Agreement and shall be due and payable upon demand therefore and thereafter shall bear interest at the rate set forth in Section 2.2 of the Credit Agreement.

Section 5.6 Remedies Cumulative; Delay Not Waiver.

The rights and remedies of the Administrative Agent under the Credit Agreement, this Security Agreement, the other Loan Documents, or any other related agreement are cumulative and shall in no way affect, or deprive the Administrative Agent of, or be deemed to constitute a waiver by the Administrative Agent of any other rights or remedies allowed to the Administrative Agent at law or in equity. No notice to or demand on any Grantor in any case shall entitle such Grantor to any other notice or demand in similar or other circumstances and the exercise of any one remedy shall not impair the Administrative Agent’s right simultaneously or at any time or in any order to exercise any other remedy nor shall the exercise of any remedy in one case impair or otherwise affect the Administrative Agent’s right or ability to exercise such remedy contemporaneously or again in the same case or in any other case. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 5.7 Waiver of Rights.

To the extent permitted under applicable law, each Grantor waives all rights and remedies of a debtor or grantor under the UCC or other applicable law, and all formalities prescribed by law relative to the sale or disposition of the Collateral (other than notice of sale) after the occurrence and during the continuation of an Event of Default and all other rights and remedies of the Grantor with respect thereto. In exercising its right to take possession of the Collateral upon the occurrence and during the continuation of an Event of Default hereunder, the Administrative Agent, personally or by its agents or attorneys, and subject to the rights of any tenant under any lease or sublease of the Collateral, to the fullest extent permitted by law, may enter upon any land owned or leased by such Grantor without being guilty of trespass or any wrongdoing, and without liability for damages thereby occasioned.

Section 5.8 Compliance with Restrictions.

Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary:

(a) in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require mat prospective bidders and purchasers have certain qualifications, and restrict prospective bidders and purchasers to persons who will

Exhibit L-18

represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or

(b) in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official.

Each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to any Grantor for any discount allowed by reason of the feet that such Collateral is sold in compliance with any such limitation or restriction.

Section 5.9 Application of Proceeds.

All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to this Article V may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied in accordance with Section 8.7 of the Credit Agreement. Each Grantor shall remain jointly and severally liable for any deficiency. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Obligations and the termination of all Interest Rate Agreements to which a Secured Party is a party shall be paid over to such Grantor or to whomsoever may be lawfully entitled to receive such surplus.

Section 5.10 Indemnity and Expenses.

Each Grantor shall upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of its outside counsel and of any experts and agents, which the Administrative Agent may incur in connection with:

(a) the consideration of legal matters relevant to this Security Agreement;

(b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral;

(c) the exercise or enforcement of any of the rights of the Administrative Agent hereunder; or

(d) the failure by such Grantor to perform or observe any of the provisions hereof.

The provisions of this Section 5.10 shall survive termination of this Security Agreement.

Section 5.11 Authorization to File Financing Statements.

Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such

Exhibit L-19

Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the UCC of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Additional Actions and Documents.

Each Grantor agrees that at any time, and from time to time, at the expense of such Grantor, each Grantor will promptly execute and deliver all further instruments, and take all further action that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Nothing in this Section 6.1 shall be construed as limiting the Obligations of the Borrower under Section 5.11 or Section 5.12 or any other provision of the Credit Agreement.

Section 6.2 Notices.

Any communications between the parties hereto or notices provided herein to be given shall be sent in accordance with the provisions of, and to the addresses set forth in, Section 9.8 of the Credit Agreement, and if to any Grantor, to the following address:

Grantor’s Name
c/o Switch & Data Facilities Company, Inc.
1715 N. Westshore Blvd., Suite 650
Tampa, Florida 33607
Attn:	Chief Financial Officer
Telecopy:	(813)207-7802
In addition, all notices to the Administrative Agent shall also be sent to:
Deutsche Bank AG New York Branch
60 Wall Street
New York, New York 10005
Attn.:	Anca Trifan
Telecopy:	(212)250-6159

Exhibit L-20

Section 6.3 Setoff.

In addition to, and not in limitation of, any rights of any Secured Party under applicable law, each Secured Party shall, upon the occurrence of any Event of Default, have the right to appropriate and apply amounts to the payment of the obligations of each Grantor owing to it hereunder, whether or not then due; provided, however, that any such appropriation and application shall be subject to the provisions of Section 9.4 of the Credit Agreement.

Section 6.4 Release and Satisfaction.

Upon the indefeasible payment (whether in cash and/or other consideration which is satisfactory to the Term Loan Lenders in their sole discretion) and performance in full of the Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party, (i) this Security Agreement and the security interest created hereby shall terminate, and (ii) upon written request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor, at such Grantor’s expense and without representation or warranty by or recourse to the Administrative Agent or the Secured Parties, releases and satisfactions of all financing statements, mortgages, notices of assignment and other registrations of security, and such Grantor shall deliver to the Administrative Agent a general release of all of the Administrative Agent’s liabilities and obligations under all Loan Documents and an acknowledgment that the same have been terminated.

Section 6.5 Benefit

This Security Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and the Secured Parties and their respective successors, legal representatives and permitted assigns. Each Grantor shall not assign any of its rights or obligations hereunder except in accordance with the applicable provisions of the Credit Agreement.

Section 6.6 Additional Grantors.

Subsidiaries of the Borrower and/or Switch and Data Facilities Company, Inc., the parent of the Borrower (“Additional Grantors”) may hereafter become parties to this Security Agreement by executing a counterpart hereof, and there shall be no need to re-execute, amend or restate this Security Agreement in connection therewith. Upon such execution and delivery by any Additional Grantor, such Additional Grantor shall be deemed to have made the representations and warranties set forth in Article III hereof, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Additional Grantor had executed this Security Agreement as of the Closing Date, and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled to all of the benefits of such Additional Grantor’s obligations hereunder.

Section 6.7 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Security Agreement, or consent to any departure by the Administrative Agent therefrom, shall be

Exhibit L-21

effective unless the same shall be in writing and signed by the Administrative Agent; provided, however, that upon the execution of this Security Agreement by any Additional Grantor, the Administrative Agent and/or such Additional Grantor may update the schedules attached hereto, as necessary. Each Grantor and shall comply with the provisions set forth in Section 9.6 of the Credit Agreement. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 6.8 Headings.

Section and subsection headings contained in this Security Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Security Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 6.9 Applicable Law; Entire Agreement.

This Security Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), except to the extent that the validity or perfection of the security interest hereunder, or exercise of remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York. This Security Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 6.10 Severability.

The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Security Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Security Agreement or of such provision or obligation in any other jurisdiction.

Section 6.11 Consent to Jurisdiction.

Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court in respect thereof, in any action or proceeding arising out of or relating to this Security Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.10 shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement against any Grantor or any of its properties in the

Exhibit L-22

courts of any jurisdiction. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement in any court referred to in this Section 6.10. Each Grantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Grantor irrevocably consents to service of process in the manner provided for notices in Section 6.2. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 6.12 Construction.

Each Grantor and the Administrative Agent each acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Security Agreement with its legal counsel and that this Security Agreement shall be construed as if jointly drafted by each Grantor and the Administrative Agent.

Section 6.13 Survival.

All agreements, covenants, representations and warranties made herein shall survive the execution and delivery of this Security Agreement. Notwithstanding anything in this Security Agreement or implied by law to the contrary, the agreements set forth in Sections 5.10 shall survive the payment of the Obligations and the termination of this Security Agreement.

Section 6.14 Counterparts; Effectiveness.

This Security Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Security Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page to this Security Agreement or to any amendments, waivers, consents or supplements hereof by telecopier shall be as effective as delivery of a manually executed counterpart thereof.

Section 6.15 Waiver of Jury Trial.

EACH GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Exhibit L-23

Section 6.16 Intercreditor Arrangements.

The Grantors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

[Remainder of page intentionally left blank. Next page is signature page.]

Exhibit L-24

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

Grantor:

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

Grantor:

SWITCH & DATA FACILITIES COMPANY, INC.

By:

George A. Pollock, Jr.

Treasurer

Grantor:

SWITCH AND DATA ENTERPRISES, INC.

SWITCH AND DATA MANAGEMENT COMPANY LLC

SWITCH AND DATA OPERATING COMPANY LLC

SWITCH & DATA FACILITIES COMPANY LLC

SWITCH AND DATA COMMUNICATIONS LLC

SWITCH AND DATA FL SEVEN LLC

SWITCH AND DATA IL FIVE LLC

TELX ACQUISITION, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit L-25

SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By: Switch and Data Operating Company LLC, as Manager
	By:
	George A. Pollock, Jr. Treasurer

Exhibit L-26

SWITCH & DATA AZ ONE LLC SWITCH & DATA CA ONE LLC SWITCH & DATA CA TWO LLC SWITCH & DATA CO ONE LLC SWITCH & DATA FL ONE LLC SWITCH & DATA FL TWO LLC SWITCH & DATA FL FOUR LLC SWITCH & DATA GA ONE LLC SWITCH & DATA IL ONE LLC SWITCH & DATA IN ONE LLC SWITCH & DATA LA ONE LLC SWITCH & DATA MA ONE LLC SWITCH & DATA MI ONE LLC SWITCH & DATA MO ONE LLC SWITCH & DATA MO TWO LLC SWITCH & DATA NY ONE LLC SWITCH & DATA OH ONE LLC SWITCH & DATA PA TWO LLC SWITCH & DATA TN TWO LLC SWITCH & DATA TX ONE LLC SWITCH & DATA VA ONE LLC SWITCH & DATA VA TWO LLC SWITCH & DATA WA ONE LLC
By:	Switch & Data Facilities Company LLC, as Manager
	By:
	George A. Pollock, Jr. Treasurer
SWITCH AND DATA TX FIVE LP
By:	Switch and Data Dallas Holdings I LLC, as General Partner
	By:	Switch and Data Operating Company LLC, as Manager
		By:
		George A. Pollock, Jr. Treasurer

Exhibit L-27

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF                          )

                                              )     ss.

COUNTY OF                      )

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this              day of             ,             , personally appeared George A. Pollock, Jr., to me known personally, and who, being by me duly sworn deposes and says that he is the authorized officer of SWITCH & DATA HOLDINGS, INC., SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND DATA ENTERPRISES, INC., SWITCH AND DATA MANAGEMENT COMPANY LLC, SWITCH AND DATA OPERATING COMPANY LLC, SWITCH & DATA FACILITIES COMPANY LLC, SWITCH AND DATA COMMUNICATIONS LLC, SWITCH AND DATA FL SEVEN LLC, SWITCH AND DATA IL FIVE LLC, TELX ACQUISITION, INC., SWITCH AND DATA CA NINE LLC, SWITCH AND DATA GA THREE LLC, SWITCH AND DATA IL FOUR LLC, SWITCH AND DATA NY FOUR LLC, SWITCH AND DATA NY FIVE LLC, SWITCH & DATA/NY FACILITIES COMPANY LLC, SWITCH AND DATA PA THREE LLC, SWITCH AND DATA PA FOUR LLC, SWITCH AND DATA DALLAS HOLDINGS I LLC, SWITCH AND DATA DALLAS HOLDINGS II LLC, SWITCH AND DATA VA FOUR LLC, SWITCH AND DATA WA THREE LLC, SWITCH & DATA AZ ONE LLC, SWITCH & DATA CA ONE LLC, SWITCH & DATA CA TWO LLC, SWITCH & DATA CO ONE LLC, SWITCH & DATA FL ONE LLC, SWITCH & DATA FL TWO LLC, SWITCH & DATA FL FOUR LLC, SWITCH & DATA GA ONE LLC, SWITCH & DATA IL, ONE LLC, SWITCH & DATA IN ONE LLC, SWITCH & DATA LA ONE LLC, SWITCH & DATA MA ONE LLC, SWITCH & DATA MI ONE LLC, SWITCH & DATA MO ONE LLC, SWITCH & DATA MO TWO LLC, SWITCH & DATA NY ONE LLC, SWITCH & DATA OH ONE LLC, SWITCH & DATA PA TWO LLC, SWITCH & DATA TN TWO LLC, SWITCH & DATA TX ONE LLC, SWITCH & DATA VA ONE LLC, SWITCH & DATA VA TWO LLC, SWITCH & DATA WA ONE LLC, SWITCH AND DATA TX FIVE LP, and that said instrument was signed and sealed on behalf of said company, and said officer acknowledged said instrument to be the free act and deed of each said company.

Notary Public

My commission expires:

Exhibit L-28

DEUTSCHE BANK AG NEW YORK
BRANCH, as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Exhibit L-29

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF                              )

                                                 )     ss.

COUNTY OF                         )

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this              day of             ,         , personally appeared                      to me known personally, and who, being by me duly sworn, deposes and says that he/she is the                                  of Deutsche Bank AG New York Branch, and that said instrument was signed and sealed on behalf of said bank, and said officer acknowledged said instrument to be the free act and deed of said bank.

Notary Public

My commission expires:

Exhibit L-30

SCHEDULE 1

TRADEMARKS OF SWITCH AND DATA OPERATING COMPANY LLC

Owner	Registered Service Marks	Date Reg. New
Switch & Data Facilities Company LLC	“SINGLECNXT” (Reg. No. 2,777,927)	10/28/2003
Switch and Data Operating Company LLC	The “PAIX orbital X logo” (Reg. No. 2,680,021)	01/28/2003
Switch and Data Operating Company LLC	“PAIX” (Reg. No. 2,812,118)	02/10/2004
Switch & Data Facilities Company, Inc.	“SECURE CO-LOCATION POWERED BY CHOICE” (Reg. No. 2,705,900)	04/15/2003
Switch & Data Facilities Company, Inc.	“SELECTCONNECT” (Reg. No. 2,627,283)	10/01/2002
Switch & Data Holdings, Inc.	“SWITCH AND DATA” (Reg. No. 2,984,759)	08/16/2005
Switch & Data Facilities Company, Inc.	“IP EXCHANGE CENTER” (Reg. No. 2,574,692)	05/28/2002
Switch & Data Facilities Company, Inc.	“TECHSMART” (Reg. No. 2,569,329)	05/14/2002
Switch & Data Facilities Company, Inc.	“IPEC” (Reg. No. 2,687,833)	02/18/2003
	Pending Service Marks
Switch & Data Holdings, Inc.	“Switch and Data” International Class 42
Switch and Data Operating Company LLC	“MetroPAIX”
	Common Law Trademarks
	“Peering by PAIX and the associated logo” “Secure.Reliable.Neutral.Connected”
	“MetroPAIX”
	“Virtual Network Interconnect”
	“Switch & Data Facilities Company”
	“Switch and Data”

Exhibit L-31

SCHEDULE 3.4

None.

Exhibit L-32

SCHEDULE 3.7

Jurisdiction of Formation/Incorporation

Company	Jurisdiction of Formation
Switch and Data Communications LLC	Texas
Switch and Data FL Seven LLC	Texas
Switch and Data IL Five LLC	Texas

Exhibit L-33

EXHIBIT M

[FORM OF TERM LOAN NOTE]

$[                    ] [Date]

FOR VALUE RECEIVED, the undersigned, SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of [                                ] (the “Term Loan Lender”) the principal sum of [                                ] DOLLARS ($[                    ]) or, if less, the aggregate unpaid principal amount of the Term Loan made by the Term Loan Lender to the Borrower pursuant to the Credit Agreement, dated as of October 13, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the financial institutions from time to time parties thereto as term loan lenders (each individually referred to herein as a “Term Loan Lender” and, collectively, as the “Term Loan Lenders”), Deutsche Bank AG New York Branch, as administrative agent for the Term Loan Lenders, Canadian Imperial Bank of Commerce and Royal Bank of Canada, as the co-documentation agents for the Term Loan Lenders, CIT Lending Services Corporation and BNP Paribas, as the co-syndication agents for the Term Loan Lenders, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, on such dates and in such amounts as are set forth in Section 2.5 to the Credit Agreement. The amounts payable on the Term Loan Maturity Date may be reduced in accordance with the terms of the Credit Agreement. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement.

Payments of both principal and interest are to be made in accordance with the provisions set forth in the Credit Agreement and without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Term Loan Note is one of the Term Loan Notes referred to in, and evidences the Term Loan Exposure of the Term Loan Lender in respect of the Term Loan made to the Borrower under, the Credit Agreement, to which reference is made for a description of the security for this Term Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable. Under certain circumstances, prepayment penalties may be imposed, as described in the Credit Agreement.

Without affecting (a) the obligation of the Term Loan Lender to maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to the Term Loan Lender in accordance with the Credit Agreement, (b) the Administrative Agent’s obligation to maintain the Register or (c) the provisions of Section 2.1.D(ii) of the Credit

Exhibit M-1

Agreement, the Term Loan Lender may make (or cause to be made) appropriate notations on the grid attached to this Term Loan Note (or on any continuation of such grid).

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. No assignment of this Term Loan Note and the obligation evidenced hereby (whether in whole or in part) shall be effective unless it shall have been recorded in the Register by the Administrative Agent in accordance with the terms of the Credit Agreement.

The Borrower, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Term Loan Note and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.

THIS TERM LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

SWITCH & DATA HOLDINGS, INC.

By:

George A. Pollock, Jr.

Treasurer

Exhibit M-2

TERM LOAN AND PRINCIPAL PAYMENTS

Amount of Term Loan Made			Amount of Principal Repaid			Unpaid Principal Balance		Total	Notation Made By
Date	Base Rate	Adjusted Eurodollar Rate	Interest Period (If Applicable)	Base Rate	Adjusted Eurodollar Rate	Base Rate	Adjusted Eurodollar Rate

Exhibit M-3

EXHIBIT N

[FORM OF BLOCKED ACCOUNT AGREEMENT]

DEPOSIT ACCOUNT CONTROL AGREEMENT

(With Future Notification)

This DEPOSIT ACCOUNT CONTROL AGREEMENT (“Agreement”) is made and entered into as of this          day of             , 20     by and among WACHOVIA BANK, NATIONAL ASSOCIATION as depositary bank (the “Bank”), the Bank’s depositor customer, [insert name of company], a [insert jurisdiction of organization] [insert entity form] (the “Company”), DEUTSCHE BANK AG NEW YORK BRANCH (the “First Lien Agent”) and DEUTSCHE BANK AG NEW YORK BRANCH (the “Second Lien Agent” and, collectively with the First Lien Agent, the “Agents”).

Statement of Facts

The Bank acknowledges that, as of the date hereof, it maintains in the name of the Company the deposit account(s) identified on Exhibit A attached hereto and made a part hereof (each an “Account” and, collectively, the “Accounts”). One or more of the Accounts may be served by one or more lockboxes operated by the Bank, which lockboxes (if any) also are listed on Exhibit A (each a “Lockbox” and, collectively, the “Lockboxes”). The Account(s) and any Lockbox(es) are governed by the terms and conditions of the Company’s commercial deposit account agreement published by the Bank from time to time and, with respect to any Lockbox, also may be governed by a lockbox service description between the Bank and the Company (collectively, with all applicable services descriptions and/or agreements, the “Deposit Agreement”).

The Company hereby confirms to the Bank that the Company has granted to the First Lien Agent on a first priority basis and to the Second Lien Agent on a second priority basis a security interest in the following (collectively, the “Account Collateral”): (a) the Account(s), (b) the Lockbox(es) and (c) the Items Collateral. The term “Items Collateral” means, collectively, all checks, drafts, instruments, cash and other items at any time received in any Lockbox or for deposit in any Account (subject to specific Lockbox instructions in effect for processing items), wire transfers of funds, automated clearing house (“ACH”) entries, credits from merchant card transactions and other electronic funds transfers or other funds deposited in, credited to, or held for deposit in or credit to, any Account.

The parties desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Account Collateral. In consideration of the mutual covenants herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Control of the Accounts

(a) The Statement of Facts is incorporated herein by reference. The Bank represents that it is a “bank”. The Company and the Bank acknowledge that each Account is a “deposit account”. Each party to this Agreement acknowledges that this Agreement is an “authenticated” record and

Exhibit N-1

that the arrangements established under this Agreement constitute “control” of each Account. Each of these terms is used in this Agreement as defined in Article 9 of the Uniform Commercial Code as adopted by the State of Florida (the “Florida UCC”).

(b) The Company represents and warrants to the Agents that Exhibit A contains a complete and accurate list of all Accounts and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company covenants for the benefit of the Agents that the Company shall not open or maintain any deposit account with the Bank other than the Account(s). Nothing in this Agreement shall impose upon the Bank any duty to monitor or assure the Company’s compliance with this Section 1(b).

(c) The Bank confirms that, as of the date of this Agreement, the Company and the Bank have not entered into any agreement (other than the Deposit Agreement) with any person pursuant to which the Bank is obligated to comply with instructions from such person as to the disposition of funds in any Account or of Items Collateral. During the term of this Agreement the Bank will not enter into any agreement with any person other than the Agents pursuant to which the Bank will be obligated to comply with instructions from such person as to the disposition of funds in any Account or of Items Collateral.

(d) The Company authorizes and directs the Bank to comply with all instructions given by the Agents in accordance with this Agreement and permissible under the Deposit Agreement, including directing the disposition of funds in any Account or as to any other matter relating to any Account or other Account Collateral, without further consent by the Company.

(e) Each Agent authorizes and instructs the Bank to (i) permit the Company to have access to and disposition over the Account(s) and Account Collateral and to otherwise deal with same as provided in the Deposit Agreement and (ii) act upon the instructions that the Bank shall receive from the Company concerning the Lockbox and the Account Collateral until the implementation by the Bank of the written instruction from any Agent to the Bank substantially in the form of Exhibit B attached hereto and made a part hereof (the “Notice”) in accordance with the provisions of Section 7 of this Agreement. Each Agent’s right to give instructions to the Bank regarding any Account Collateral also shall include (but is not limited to) the right to give “stop payment orders” to the Bank for any item presented to the Bank against any Account even if it results in dishonor of the item presented against the Account.

(f) Until delivery of the Notice by any Agent in accordance with the provisions of Section 7, the Agents shall not give any instruction to the Bank or otherwise exercise control over the Account(s) and the Account Collateral and, until the Bank shall receive and implement the Notice as provided in Section 7, the Bank shall not (and shall not be required by the provisions of this Agreement to) honor and follow any instruction the Bank may receive from the Agents with regard to the Account(s) and the Account Collateral. Upon the implementation of the Notice by the Bank, the Bank shall not permit any officer, agent or other representative of the Company or its affiliates to direct the disposition of funds in any Account, withdraw any amount from any Account or otherwise exercise any authority or power with respect to any Lockbox, Account or Account Collateral. Upon implementation of the Notice by the Bank, all collected and available funds in any Account shall only be withdrawn or transferred based on instructions given by the Agents in accordance with this Agreement.

Exhibit N-2

(g) Notwithstanding anything herein to the contrary, (i) prior to receipt by Bank of a Notice of Termination of First Lien Obligations substantially in the form of Exhibit D attached hereto (“Notice of Termination of First Lien Obligations”) sent by First Lien Agent, Bank shall not comply with any instruction originated by Second Lien Agent, and references herein to any action permitted to be taken by “the Agents” or by “any Agent” shall be construed to mean action by the First Lien Agent, and (ii) after receipt by Bank of a Notice of Termination of First Lien Obligations sent by First Lien Agent, Bank shall not comply with any instruction originated by First Lien Agent, and references herein to any action permitted to be taken by “the Agents” or by “any Agent” shall be construed to mean action by the Second Lien Agent.

(h) Federal Reserve Regulations and Operating Circulars, ACH or other clearing house rules and other applicable law (including, without limitation, the Uniform Commercial Code as adopted by the State in which the respective Account identified on Exhibit A is located (hereinafter, the “Applicable UCC”)) and the Deposit Agreement shall also apply to the Agents’ exercise of control over the Account(s) and the Account Collateral and to the performance of services hereunder by the Bank. Each of the Company and the Agents authorizes and instructs the Bank to supply the Company’s or the Agents’ endorsement, as appropriate, to any Items Collateral that the Bank shall receive for deposit to any Account.

2. Statements and Other Information If so requested of the Bank by any Agent in writing, the Bank will send to such Agent (in a manner consistent with the Bank’s standard practices) at such Agent’s address specified in Section 7, copies of all Account statements and communications (but not canceled checks) that the Bank is required to send to the Company under the Deposit Agreement. The Bank also shall provide to each of the Company and the Agents when requested (as a service under this Agreement and/or the Deposit Agreement) copies of Account statements and other deposit account information, including Account balances, by telephone and by computer communication, to the extent practicable when requested by the Company or by the Agents. The Company consents to the Bank’s release of such Account information to the Agents. The Bank’s liability for its failure to comply with this Section 2 shall not exceed its cost of providing such information.

3. Setoff; Returned Items and Charges

(a) The Bank will not exercise any security interest (except for the security interest provided in Section 4-210, “Security Interest of Collecting Bank in Items, Accompanying Documents and Proceeds”, of the Applicable UCC), lien, right of setoff, deduction, recoupment or banker’s lien or any other interest in or against any Account or any other Account Collateral, and the Bank hereby subordinates to the Agents any such security interest (except for such security interest provided in such Section 4-210 of the Applicable UCC), lien or right which the Bank may have against any Account or other Account Collateral. Notwithstanding the preceding sentence, the Agents and the Company agree that the Bank at all times (including following commencement of any bankruptcy or insolvency proceeding by or against the Company) may set off and charge against any Account (regardless of any agreement by the Company to compensate the Bank by means of balances in the Account) all of the following as permitted by the Deposit Agreement (collectively, the “Permitted Debits”): (i) the face amount of each Returned Item (hereinafter defined), (ii) usual and customary service charges and fees, (iii) account maintenance fees, (iv)

Exhibit N-3

transfer fees, (v) out-of-pocket fees and expenses (including attorneys’ reasonable fees) incurred by the Bank (including those in connection with the negotiation, administration or enforcement of this Agreement), and (vi) adjustments or corrections of posting or encoding errors; whether any Permitted Debit shall have accrued or been incurred before or after the date of this Agreement. “Returned Item” means any (i) Items Collateral deposited into or credited to an Account before or after the date of this Agreement and returned unpaid or otherwise uncollected or subject to an adjustment entry, whether for insufficient funds or any other reason, and without regard to the timeliness of such return or adjustment or the occurrence or timeliness of any other party’s notice of nonpayment or adjustment; (ii) Items Collateral subject to a claim against the Bank for breach of transfer, presentment, encoding, retention or other warranty under Federal Reserve Regulations or Operating Circulars, ACH or other clearing house rules, or applicable law (including, without limitation, Articles 3, 4 and 4A of the Applicable UCC); and (iii) demand for chargeback in connection with a merchant card transaction.

(b) If (i) the Bank were unable to set off or charge any Permitted Debit against any Account because of insufficient funds in the Account, or (ii) the Bank in good faith were to believe that any legal process or applicable law prohibited such setoff or charge against any Account, or (iii) the Account were closed, then: (A) the Bank may charge such Permitted Debits to and set off same against any other Account; and (B) if there were insufficient funds in the Account(s) against which to charge or set off such Permitted Debits, then the Bank shall demand (unless the Bank shall believe in good faith that any legal process or applicable law prohibits such demand) that the Company pay, and the Company shall pay, to the Bank promptly upon the Company’s receipt of the Bank’s written demand therefor, the full amount of all unpaid Permitted Debits.

(c) If (i) there were insufficient funds in the Account(s) against which the Bank could charge or set off Permitted Debits and the Company shall have failed to pay the Bank the full amount of unpaid Permitted Debits as described in paragraph (b) of this Section 3, and (ii) the Bank shall have received and implemented the Notice as provided herein, men the Bank may demand that any Agent pay, and such Agents shall pay, to the Bank within five (5) business days of such Agent’s receipt of the Bank’s written demand therefor, the full amount of unpaid Permitted Debits; provided, however, as to unpaid Permitted Debits that are service charges, fees or expenses, such Agent shall be required to pay to the Bank only those service charges, fees or expenses attributable to any Account that shall have been incurred in connection with any Account on or after the date of this Agreement and on or before the date of termination of this Agreement.

4. Exculpation of Bank

(a) At all times the Bank shall be entitled to rely upon any communication it receives from the Agents or the Company in connection with this Agreement or that the Bank shall believe in good faith to be a communication received from the Agents or the Company in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Agents for (i) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) any Agent in accordance with this Agreement, and (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from)

Exhibit N-4

the Company in accordance with this Agreement and the Deposit Agreement prior to the implementation of the Notice by the Bank. The Bank shall not be responsible for the validity, priority or enforceability of the Agents’ security interest in any Account Collateral, nor shall the Bank be responsible for enforcement of any agreement between the Company and the Agents.

(b) The Bank shall be responsible only for the actual loss that a court having jurisdiction over the Account(s) shall have determined had been incurred by the Company or the Agents and had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement The Bank shall have no liability to any party for failure of, or delay in, its performance under this Agreement resulting from any “act of God”, war or terrorism, fire, other catastrophe or force majeure, electrical or computer or telecommunications failure, any event beyond the control of the Bank, or fraud committed by any third party. Nothing in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between the Bank and the Company or between the Bank and the Agents. Except as shall be specifically required under this Agreement or the Deposit Agreement or applicable law, the Bank shall have no duty whatsoever to the Company in connection with the subject matter of this Agreement. Except as shall be specifically required under this Agreement or applicable law, the Bank shall have no duty whatsoever to the Agents in connection with the subject matter of this Agreement.

5. Indemnification

(a) The Company hereby indemnifies the Bank and holds it harmless against, and shall reimburse the Bank for, any loss, damage or expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) including, but not limited to, (i) unpaid charges, fees, and Returned Items for which the Company and/or the Agents originally received credit or remittance by the Bank, and (ii) any loss, damage or expense the Bank shall incur as a result of (A) entering into or acting pursuant to this Agreement, (B) honoring and following any instruction the Bank may receive from (or shall believe in good faith to be from) the Agents or the Company under this Agreement, and (C) upon implementation of the Notice, not honoring or following any instruction it shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement. The Company shall not be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement.

(b) Without limiting in any way the Agents’ obligation to pay or reimburse the Bank as otherwise specified in this Agreement, each Agent hereby indemnifies the Bank and holds it harmless against any loss, damage or expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) which the Bank shall incur as a result of honoring or following any instruction (including the Notice) it shall receive from (or shall believe in good faith to be from) any Agent under this Agreement. The Agents shall not be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement.

Exhibit N-5

(c) No party hereto shall be liable to any other party under this Agreement for lost profits or special, indirect, exemplary, consequential or punitive damages, even if such party shall have been advised of the possibility of such damages.

6. Third Party Claims; Insolvency of Company

(a) In the event that the Bank shall receive notice that any third party shall have asserted an adverse claim by legal process against any Account or any sums on deposit therein, any Lockbox or other Account Collateral, whether such claim shall have arisen by tax lien, execution of judgment, statutory attachment, garnishment, levy, claim of a trustee in bankruptcy, debtor-in-possession, post-bankruptcy petition lender, court appointed receiver, or other judicial or regulatory order or process (each, a “Claim”), the Bank may, in addition to other remedies it possesses under the Deposit Agreement, this Agreement or at law or in equity: (i) suspend disbursements from such Account without any liability until the Bank shall have received an appropriate court order or other assurances reasonably acceptable to the Bank in its sole discretion establishing that funds may continue to be disbursed according to instructions then applicable to such Account, and/or (ii) interplead such funds in such Account as permitted by applicable law. The Bank’s costs, expenses and attorneys’ reasonable fees incurred in connection with any such Claim are Permitted Debits and shall be reimbursed to the Bank in accordance with the provisions of Section 3 above.

(b) If a bankruptcy or insolvency proceeding were commenced by or against the Company, the Bank shall be entitled, without any liability, to refuse to (i) permit withdrawals or transfers from the Account(s) or (ii) accept or comply with the Notice thereafter received by the Bank, until the Bank shall have received an appropriate court order or other assurances reasonably acceptable to the Bank in its sole discretion establishing that (A) continued withdrawals or transfers from the Account(s) or honoring or following any instruction from either the Company or any Agent are authorized and shall not violate any law, regulation, or order of any court and (B) the Bank shall have received adequate protection for its right to set off against or charge the Account(s) or otherwise be reimbursed for all Permitted Debits.

7. Notice and Communications

(a) All communications given by any party to another as required or provided under this Agreement must be in writing, directed to the respective designated officer (“Designated Officer”) set forth under paragraph (c) of this Section 7, and delivered to each recipient party at its address (or at such other address and to such other Designated Officer as such party may designate in writing to the other parties in accordance with this Section 7) either by U.S. Mail, receipted delivery service or via telecopier facsimile transmission. All communications given by the Agents to the Bank must be addressed and delivered contemporaneously to both the Bank’s Designated Officer and the Bank’s “with copy to” addressee at their respective addresses set forth below.

(b) Any communication (including the Notice) made by (or believed in good faith by the Bank to be made by) the Company or the Agents to the Bank under this Agreement shall be deemed delivered to the Bank if delivered by: (i) U.S. Mail, on the date that such communication shall have been delivered to the Bank’s Designated Officer; (ii) receipted delivery service, on the

Exhibit N-6

date and time that such communication shall have been delivered to the Bank’s Designated Officer and receipted by the delivery service; or (iii) telecopier facsimile transmission, on the date and at the time that such communication shall have been delivered to the Bank’s Designated Officer and receipt of such delivery shall have been acknowledged by the recipient telecopier equipment. Notwithstanding the provisions of the preceding sentence, any communication hereunder to the Bank that is an instruction (including the Notice) delivered to the Bank and made by (or believed by the Bank in good faith to be made by) the Company or the Agents shall be deemed received by the Bank when actually delivered to the Bank’s Designated Officer if delivered before 2:00 PM Eastern time on a banking day or, if such communication were delivered after 2:00 PM Eastern time on a banking day or delivered on a day that is not a banking day, then such communication shall be deemed delivered to the Bank’s Designated Officer at the Bank’s opening of its business on the next succeeding banking day. A “banking day” means any day other than any Saturday or Sunday or other day on which the Bank is authorized or required by law to close.

(c) The Notice shall be implemented by the Bank by the close of the Bank’s business on the banking day that shall be one (1) banking day after the banking day on which the Notice was actually received by the Bank’s Designated Officer. Any other instruction delivered to the Bank shall be implemented by the Bank by the close of the Bank’s business on the banking day that shall be two (2) banking days after the banking day on which such instruction was actually received by the Bank’s Designated Officer.

Address for First Lien Agent:	Deutsche Bank AG New York Branch
	60 Wall Street
	New York, New York 10005
	Attn: Anca Trifan, Designated Officer
	Fax:         212. 250. 6159
Address for Second Lien Agent:	Deutsche Bank AG New York Branch
	60 Wall Street
	New York, New York 10005
	Attn: Anca Trifan, Designated Officer
	Fax:     212. 250. 6159
Address for Bank:	Wachovia Bank, National Association
	Mail Code NC 0817
	401 South Tryon Street – 10th Floor
	Charlotte, North Carolina 28288
	Attn: TS Risk Management Legal Governance,
	Designated Officer
	Fax:     704. 374. 4224
with copy to:	Wachovia Bank, National Association
	100 S. Ashley Drive
	Tampa, Florida 33602
	Attn: Timothy Coop, Designated Officer
	Fax:     813. 276. 6454
Address for Company:	[insert name and address of Company]
	Attn:
	Fax:

Exhibit N-7

8. Termination

(a) This Agreement may be terminated by the each of the Agents at any time upon receipt by the Bank of both Agents’ written notice of termination issued substantially in the form of Exhibit C attached hereto and made a part hereof. This Agreement may be terminated by the Company only with the express prior written consent of the Agents and, in that case, the Agents and the Company shall jointly so notify the Bank in writing.

(b) This Agreement may be terminated by the Bank at any time on not less than thirty (30) calendar days’ prior written notice given to each of the Company and the Agents. The Bank shall not be liable for the closure of any Lockbox or any Account by the Company or the remittance of any funds therein directly to, or on the instructions of, the Company prior to the implementation of the Notice by the Bank. The Company shall notify the Agents promptly of the Company’s closure of any Lockbox or any Account.

(c) The Bank’s rights to demand and receive reimbursement from the Company under Section 3 above and the Company’s indemnification of the Bank under Section 5 above shall survive termination of this Agreement. The Bank’s right to demand reimbursement from the Agents under Section 3 above shall survive termination of this Agreement for a period of ninety (90) calendar days after the date of termination of this Agreement. The Bank’s right to demand indemnification of the Bank from the Agents under Section 5 above shall survive termination of this Agreement for a period of one hundred eighty (180) calendar days after the date of termination of this Agreement.

(d) Upon termination of this Agreement, all funds thereafter on deposit or deposited in the Accounts and all Items Collateral thereafter received by the Bank shall be subject solely to the provisions of the Deposit Agreement between the Company and the Bank.

9. Miscellaneous

(a) The Company shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank and the Agents. Neither Agent shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank. The Bank shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and the Company, except that the Bank may transfer its rights and obligations under this Agreement to any direct or indirect depositary subsidiary of Wachovia Corporation or, in the event of a merger or acquisition of the Bank, to the Bank’s successor depositary institution (which subsidiary or successor shall be a “bank” as defined in Section 9-102 of the Florida UCC).

(b) The law governing the perfection and priority of the Agents’ security interest in the Account Collateral shall be the law of the State of Florida, which State shall also be the “jurisdiction” of the Bank within the meaning of Section 9-304 of the Florida UCC. The

Exhibit N-8

Accounts, Items Collateral, operation of the Accounts, and Deposit Agreement shall be governed by the Applicable UCC, Federal Regulations and Operating Circulars, ACH or other clearing house rules, and other applicable laws.

(c) This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement. Delivery of an executed signature page counterpart to this Agreement via telecopier facsimile transmission shall be effective as if it were delivery of a manually delivered, original, executed counterpart thereof. This Agreement can be modified or amended only by written agreement of all of the parties hereto evidencing such modification or amendment.

(d) To the extent that any conflict may exist between the provisions of any other agreement between the Company and the Bank and the provisions of this Agreement, then this Agreement shall control. It is understood and agreed that nothing in this Agreement shall give the Agents any benefit or legal or equitable right, remedy or claim against the Bank under the Deposit Agreement.

(e) Each of the Agents and the Bank respectively agrees that it shall not cite or refer to this Agreement as a precedent in any negotiation of any other Deposit Account Control Agreement to which either Agent or any of its affiliates and the Bank shall be party.

10. Waiver of Jury Trial EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH ANOTHER PARTY SHALL BE A PARTY AS TO ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.

[THE REMAINING SPACE ON THIS PAGE IS LEFT BLANK INTENTIONALLY.]

Exhibit N-9

IN WITNESS WHEREOF, each of the parties by its respective duly authorized officer has executed and delivered this Agreement as of the day and year first written above.

BANK:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:
	Name:
	Title:
COMPANY:
	By:
	Name:
	Title:
FIRST LIEN AGENT:	DEUTSCHE BANK AG NEW YORK BRANCH
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Exhibit N-10

SECOND LIEN AGENT:	DEUTSCHE BANK AG NEW YORK BRANCH
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Exhibit N-11

EXHIBIT A

ACCOUNTS OF COMPANY

Account Number Related Lockbox
Number, if any Account Name State in Which
Account is
Located

Exhibit N-12

EXHIBIT B

[To be Issued on Letterhead of Agents]

                     200    

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

NOTICE PURSUANT TO DEPOSIT ACCOUNT CONTROL AGREEMENT

Ladies and Gentlemen:

Pursuant to the Deposit Account Control Agreement (With Future Notification) among                      (the “Company”) you and us dated as of                              , 200_ (the “Agreement”), a photocopy of which is attached hereto, this letter shall serve as the Notice as described in and contemplated by the Agreement. Capitalized terms used but not defined in this letter shall have the meanings given them in the Agreement.

You are hereby instructed not to permit any access to or disposition over the Account(s) or other Account Collateral by, and not to accept any instruction with regard to the Account(s) or other Account Collateral from, any person other than the Agents (or as otherwise provided in Section 6 of the Agreement).

None of the officers, agents or other representatives of the Company or any of its affiliates shall at any time hereafter be permitted to direct the disposition of funds in any Account, or to draw upon or otherwise exercise any authority or power with respect to any Lockbox, Account or Account Collateral related thereto.

Very truly yours,
DEUTSCHE BANK AG NEW YORK BRANCH, as First Lien Agent
By:
	Name: Title:
By:
	Name: Title:

Exhibit N-13

DEUTSCHE BANK AG NEW YORK BRANCH, as Second Lien Agent
By:
	Name: Title:
By:
	Name: Title:

Attachment

cc: Company

Exhibit N-14

EXHIBIT C

[To be Issued on Letterhead of Agents]

                     200  

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

[Insert name and address of Company]

NOTICE OF TERMINATION OF DEPOSIT ACCOUNT CONTROL AGREEMENT

Ladies and Gentlemen:

We refer you to the Deposit Account Control Agreement (With Future Notification) among                      (the “Company”), you and us dated as of                     , 200   (the “Agreement”), a photocopy of which is attached hereto. Capitalized terms used but not defined in this letter shall have the meanings given them in the Agreement.

We hereby notify you that by this letter we are exercising our right under Section 8(a) of the Agreement (subject to your rights as set forth in the Agreement) to terminate the Agreement in accordance with its terms. Accordingly the Agreement shall terminate at the close of the Bank’s business [this day] [on                          , 200  ], subject to those undertakings that shall survive termination of the Agreement. Upon termination of the Agreement, all funds thereafter on deposit or deposited in the Account(s) and all Items Collateral received by the Bank shall be subject solely to the provisions of the Deposit Agreement between the Company and the Bank.

Exhibit N-15

Very truly yours,
	DEUTSCHE BANK AG NEW YORK BRANCH, as First Lien Agent
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	DEUTSCHE BANK AG NEW YORK BRANCH, as Second Lien Agent
	By:
		Name:
		Title:
	By:
		Name:
		Title:

Attachment

Exhibit N-16

EXHIBIT D

NOTICE OF TERMINATION OF FIRST LIEN OBLIGATIONS

WACHOVIA BANK, NATIONAL ASSOCIATION

Mail Code NC 0817

401 South Tryon Street – 10^th Floor

Charlotte, North Carolina 28288

Attention: TS Risk Management Legal Governance, Designated Officer

Deutsche Bank AG New York Branch,

    in its capacity as Second Lien Agent

60 Wall Street

New York, New York 10005

Attention:     Anca Trifan, Manager

Re: Deposit Account Control Agreement dated as of                              , 20     (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among                      (the “Company”), Deutsche Bank AG New York Branch, as First Lien Agent (the “First Lien Agent”) and Deutsche Bank AG New York Branch, as Second Lien Agent (the “Second Lien Agent”) and Wachovia Bank, National Association (“Bank”) regarding deposit account number(s)                      (the “Blocked Account(s)”).

Ladies and Gentlemen:

You are hereby notified that obligations under that certain Third Amended and Restated Credit Agreement, dated on or about October 13, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Agreement”), among Switch & Data Holdings, Inc. (the “Borrower”), the financial institutions from time to time parties thereto as lenders (the “First Lien Lenders”), Deutsche Bank AG New York Branch, as the first lien administrative agent and first lien collateral agent (the “First Lien Agent”). Canadian Imperial Bank of Commerce and Royal Bank of Canada, as co-documentation agents, CIT Lending Services Corporation and BNP Paribas, as co-syndication agents, and Deutsche Bank Securities, Inc. and BNP Paribas, as joint lead arrangers, have been paid in full in cash. You are hereby instructed that you may comply with instructions issued by the Second Lien Agent directing disposition of funds in the Blocked Account without our consent, the consent of the Company or the consent of any other person.

Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Exhibit N-17

Sincerely,
DEUTSCHE BANK AG NEW YORK BRANCH as First Lien Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
	cc: Company

Exhibit N-18

EXHIBIT O

[FORM OF INTERCREDITOR AGREEMENT]

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT

THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT is entered into as of October 13, 2005, by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Credit Parties listed on the signature pages hereof (and any other Credit Parties that join in this Agreement after the date hereof), DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” under the First Lien Credit Agreement (as defined below) and as collateral agent for the First Lien Lenders with respect to the liens securing the First Lien Obligations (including any successor in such capacity, the “First Lien Agent”), and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” under the Second Lien Credit Agreement (as defined below) and as collateral agent for the Second Lien Lenders with respect to the liens securing the Second Lien Obligations (including any successor in such capacity, the “Second Lien Agent”).

R E C I T A L S

A. The Borrower, the Lenders party thereto (the “First Lien Lenders”), the First Lien Agent, and the documentation agent and syndication agent parties thereto are parties to the Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “First Lien Credit Agreement”), pursuant to which, among other things, First Lien Lenders have agreed, subject to the terms and conditions set forth in the First Lien Credit Agreement, to make certain loans and financial accommodations to the Borrower. All of the Borrower’s obligations to First Lien Agent and First Lien Lenders under the First Lien Credit Agreement and the other First Lien Debt Documents (as hereinafter defined) are secured by first priority liens on and security interests in the Collateral.

B. The Borrower, the Lenders party thereto (the “Second Lenders”), the Second Lien Agent, and the documentation agent and syndication agent parties thereto are parties to the Credit Agreement dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Second Lien Credit Agreement”), pursuant to which, among other things, Second Lien Lenders have agreed, subject to the terms and conditions set forth in the Second Lien Credit Agreement, to make certain loans and financial accommodations to the Borrower. All of the Borrower’s obligations to Second Lien Agent and Second Lien Lenders under the Second Lien Credit Agreement and the other Second Lien Debt Documents (as hereinafter defined) are secured by second priority liens on and security interests in the Collateral.

C. As an inducement to and as one of the conditions precedent to the agreement of First Lien Agent and First Lien Lenders to consummate the transactions contemplated by the First Lien Credit Agreement, First Lien Agent and First Lien Lenders have required the execution and delivery of this Agreement by the Second Lien Agent, for and on behalf of the

Exhibit O-1

Second Lien Lenders and itself, and the Credit Parties, in order to set forth the relative rights and priorities of First Lien Agent, First Lien Lenders, Second Lien Agent and the Second Lien Lenders under the First Lien Debt Documents and the Second Lien Debt Documents and in respect of the Collateral.

NOW, THEREFORE, in order to induce First Lien Agent and First Lien Lenders to consummate the transactions contemplated by the First Lien Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Definitions. The following terms shall have the following meanings in this Agreement:

“Additional Interest” means, at the time of determination, an increase in applicable interest with respect to the First Lien Debt in excess of the sum of (a) the rate of interest (including any default rate of interest, when applicable) payable under the First Lien Credit Agreement from time to time (without giving effect to any amendment of the First Lien Credit Agreement after the date hereof to which the Required Second Lien Lenders have not given (and not authorized the Second Lien Agent to give) written consent), plus (b) 300 basis points.

“Agreement” means this Intercreditor and Lien Subordination Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Bankruptcy Code” shall mean the provisions of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder or any state insolvency, debtor relief or assignment for the benefit of creditor law.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“Collateral” shall mean all of the now existing and hereafter acquired assets of the Borrower and of all other Credit Parties, including without limitation all accounts, inventory, equipment, general intangibles, deposits, cash, and investment property of each of the Credit Parties.

“Credit Parties” shall mean, collectively, the Borrower and the Guarantors.

“DIP Financing” shall have the meaning given to such term in Section 2.2(a) hereof.

“Discharge of all First Lien Debt” shall mean the occurrence of all of the following: (i) termination of all commitments to extend credit that would constitute First Lien Debt, (ii) Payment in Full of all First Lien Debt (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and (iii) termination, cancellation or cash collateralization (in each case, in accordance with the terms of this Agreement) of all outstanding Letter of Credit Liabilities that constitute First Lien Debt.

“Disposition” shall have the meaning given to such term in Section 2.4 hereof.

Exhibit O-2

“Enforcement Action” shall mean (a) to foreclose on, collect on, take possession of or control of, or sell or otherwise realize upon (judicially or non-judicially) any Collateral or otherwise enforce rights with respect to Collateral under any applicable agreement, document or instrument pertaining thereto (including, without limitation, by way of setoff, notification of account debtors, notification of depositary banks under deposit account control agreements or exercise of rights under landlord consents), (b) to receive a transfer of Collateral in satisfaction of any indebtedness secured thereby or (c) to otherwise enforce any security interest or other right or remedy pertaining to the Collateral at law, in equity or pursuant to a First Lien Security Document or Second Lien Security Document, as applicable (including, without limitation, the commencement of any applicable legal proceedings against or with respect to all or any of the Collateral to facilitate the actions described in the immediately preceding clause (a) and clause (b), commencing any applicable Proceeding and exercising voting rights in respect of any equity interests comprising Collateral).

“Excluded First Lien Debt” shall mean, (a) that portion of First Lien Principal Obligations which when made or incurred caused the First Lien Principal Obligations to exceed the Maximum First Lien Debt and (b) any Additional Interest.

“First Lien Agent” shall have the meaning given to such term in the introductory paragraph hereof; provided that after the consummation of any Permitted Refinancing, the term “First Lien Agent” shall refer to any Person appointed by the holders of the First Lien Debt at such time as agent for themselves for purposes of, among other things, this Agreement.

“First Lien Credit Agreement” shall have the meaning given to such term in the Recitals herein, and shall include any credit agreement that is a Permitted Refinancing First Lien Debt Document.

“First Lien Debt” shall mean all obligations, liabilities and indebtedness of every nature of each Credit Party from time to time owed to First Lien Agent or any First Lien Lender under the First Lien Debt Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, (including, without limitation, all obligations, liabilities and indebtedness arising from or in connection with any transactions which arise out of cash management, depository, investment, letter of credit or other banking or financial services) whether before or after the filing of a Proceeding under the Bankruptcy Code; provided, however, “First Lien Debt” shall not include any Excluded First Lien Debt.

“First Lien Debt Documents” shall mean the First Lien Credit Agreement and all other agreements, documents and instruments executed from time to time in connection therewith (including without limitation the guaranties executed by the Guarantors with respect to the First Lien Debt, each First Lien Security Document, and each Interest Rate Agreement, as defined in the First Lien Credit Agreement, to which a First Lien Lender Party is a party), as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted herein.

Exhibit O-3

“First Lien Default” shall mean an “Event of Default” that arises pursuant to Article VII of the First Lien Credit Agreement (or, with respect to any amended First Lien Credit Agreement or credit agreement that is a Permitted Refinancing First Lien Debt Document, the equivalent default clauses of such agreement).

“First Lien Lender Parties” shall mean the First Lien Agent and each of the First Lien Lenders.

“First Lien Lenders” shall mean the holders of the First Lien Debt, and shall include, without limitation, the “Lenders” (as such term is defined in the First Lien Credit Agreement).

“First Lien Principal Obligations” shall mean, as of any date, the (a) outstanding aggregate principal amount of the “Loans” under the First Lien Credit Agreement as of such date, and (b) the amount of Letter of Credit Liabilities under the First Lien Credit Agreement as of such date.

“First Lien Security Documents” means any agreement, document or instrument executed prior to, concurrently with, or after the First Lien Credit Agreement pursuant to which one or more Credit Parties or any other Person either (i) guarantees payment or performance of all or any portion of the First Lien Debt or any guaranty therefor and/or (ii) provides, as security for all or any portion of the First Lien Debt, a Lien on any of its Property in favor of the First Lien Agent (for the benefit of the First Lien Lender Parties) or any First Lien Lender Party, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Guarantors” means Parent, each direct and indirect Subsidiary of Parent which is organized in a state or territory of the United States, and each other Person that guarantees all or any portion of the First Lien Debt.

“Letter of Credit Liabilities” shall mean all “Letter of Credit Obligations” and “Letter of Credit Fees” (each as defined in the First Lien Credit Agreement) and all other indebtedness and obligations that arise in connection with the issuance, renewal or extension of any “Letter of Credit” pursuant to the terms of the First Lien Credit Agreement.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.

“Maximum First Lien Debt” shall mean on any date of determination thereof, First Lien Principal Obligations in an amount up to the result of (a) $121,000,000, minus (b) the sum of all Term Loan Asset Sale Prepayments prior to such date.

“Paid in Full” or “Payment in Full” shall mean the payment in full in cash of all First Lien Debt (provided that cash collateral in an amount of 105% of the aggregate undrawn amount of the Letters of Credit issued (or deemed to have been issued) under the First Lien Debt Documents may be furnished in lieu of payment in cash for such related Letter of Credit

Exhibit O-4

Liabilities) and termination of all commitments to lend or make other financial accommodations under the First Lien Debt Documents.

“Parent” means Switch & Data Facilities Company, Inc.

“Permitted Refinancing” shall mean any Refinancing of the First Lien Debt under the First Lien Debt Documents provided that the financing documentation entered into by the Credit Parties in connection with such Permitted Refinancing constitutes Permitted Refinancing First Lien Debt Documents.

“Permitted Refinancing First Lien Debt Documents” shall mean any financing documentation which Refinances the First Lien Debt, as such financing documentation may be amended, restated, supplemented or otherwise modified from time to time in compliance with this Agreement, provided that such financing documentation shall not include any material terms, covenants or defaults (either initially or made by amendment or other modification) other than those which (a) exist at the time of the Permitted Refinancing in the First Lien Debt Documents or (b) at the time of the Permitted Refinancing could be included in the First Lien Debt Documents by an amendment or other modification thereto without violating the terms of this Agreement.

“Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Property” shall mean, with respect to any Person, all assets, property and interests in property of such Person, whether real, personal or mixed, whether now owned or existing or hereafter acquired or arising and wheresoever located.

“Qualified Appraisal” shall mean, with respect to any Collateral, a written appraisal by a Person nationally recognized as being qualified to appraise the fair market value of Collateral of such type.

“Refinance” shall mean, in respect of any indebtedness, to refinance, replace or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Required Second Lien Lenders” shall mean “Required Lenders” under and as defined in the Second Lien Credit Agreement as in effect on the date hereof.

“Second Lien Agent” shall have the meaning given to such term in the introductory paragraph hereof.

Exhibit O-5

“Second Lien Debt” shall mean all obligations, liabilities and indebtedness of every nature of each Credit Party from time to time owed to Second Lien Agent or any Second Lien Lender under the Second Lien Debt Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code.

“Second Lien Debt Documents” shall mean the Second Lien Credit Agreement and all other agreements, documents and instruments executed from time to time in connection therewith (including, without limitation, the Guaranties executed by the Guarantors with respect to the Second Lien Debt and each Second Lien Security Document), as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted herein.

“Second Lien Enforcement Date” means the date which is 150 calendar days after the occurrence of (i) an “Event of Default” that arises pursuant to the Second Lien Credit Agreement and (ii) the First Lien Agent’s receipt of written notice from the Second Lien Agent certifying that (x) such “Event of Default” has occurred and is continuing and, (y) the Second Lien Debt is currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Second Lien Credit Agreement; provided that the Second Lien Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred at any time when (1) the First Lien Agent or the First Lien Lender Parties have commenced and are diligently pursuing any enforcement action with respect to the Collateral, (2) the First Lien Debt is due and payable in full (whether as a result of acceleration thereof or otherwise) but has been due and payable in full for less than 90 days, (3) any Credit Party is a debtor under or with respect to (or otherwise subject to) any Proceeding, or (4) the acceleration of the Second Lien Debt (if any) has been rescinded in accordance with the terms of the Second Lien Credit Agreement.

“Second Lien Lender Parties” shall mean the Second Lien Agent and each of the Second Lien Lenders.

“Second Lien Lenders” shall mean holders of the Second Lien Debt, and shall include, without limitation, the “Lenders” (as such term is defined in the Second Lien Credit Agreement).

“Second Lien Release” shall have the meaning given to such term in Section 2.4 hereof.

“Second Lien Security Documents” means any agreement, document or instrument executed prior to, concurrently with, or after the Second Lien Credit Agreement pursuant to which one or more Credit Parties or any other Person either (i) guarantees payment or performance of all or any portion of the Second Lien Debt or any guaranty therefor and/or (ii) provides, as security for all or any portion of the Second Lien Debt, a Lien on any of its Property in favor of the Second Lien Agent (for the benefit of the Second Lien Lender Parties) or any Second Lien Lender, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

Exhibit O-6

“Term Loan” shall mean a “Term Loan” as defined in the First Lien Credit Agreement.

“Term Loan Asset Sale Prepayment” shall mean any proceeds of a Disposition (net of transaction costs, amounts of prior liens on such assets, and taxes payable by the selling Credit Party) received by the Credit Parties from any such Disposition used to prepay the amount of Term Loans that are outstanding under the First Lien Credit Agreement.

the meaning given to such term in Section 2.4(a) hereof.

2. Lien Subordination.

2.1. Subordination of Liens Securing Second Lien Debt to Liens Securing First Lien Debt; Failure to Perfect.

(a) Each Credit Party, each First Lien Lender Party and each Second Lien Lender Party hereby acknowledge and agree that, notwithstanding the time, date, manner or order of grant, attachment or perfection of the Liens on all or any part of the Collateral granted to the First Lien Agent or the Second Lien Agent, as the case may be, (i) all Liens granted on all or any part of the Collateral pursuant to the First Lien Security Documents to the First Lien Agent for the benefit of the First Lien Lender Parties shall be a “first” prior, senior and continuing Lien on all such Collateral to the extent of the First Lien Debt, and (ii) all Liens granted on all or any part of the Collateral pursuant to the Second Lien Security Documents to the Second Lien Agent, for the benefit of the Second Lien Lender Parties, shall be in all respects and for all purposes subject to, junior to and subordinate to all Liens on all or any part of the Collateral in favor of the First Lien Agent to the extent of the First Lien Debt, regardless (in the case of clauses (i) and (ii) of this sentence) of when or how acquired, whether by grant, statute, operation of law, subrogation or otherwise.

(b) All Liens on the Collateral securing any First Lien Debt shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Debt for all purposes, notwithstanding any failure of the First Lien Agent or the First Lien Lender Parties to adequately perfect its security interests in the Collateral, the subordination of any Lien on the Collateral securing any First Lien Debt to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Debt.

Exhibit O-7

2.2. Liquidation, Dissolution, Bankruptcy. The provisions of this Agreement will be applicable both before and after any Proceeding involving any Credit Party and all references herein to any Credit Party shall be deemed to apply to the trustee for such Credit Party and such Credit Party as a debtor-in-possession. The relative rights of the First Lien Agent and the Second Lien Agent (and the First Lien Lender Parties and Second Lien Lender Parties) as set forth in this Agreement in or to any distributions in respect of the Collateral shall continue after the filing of any Proceeding on the same basis as prior to the date of such filing. In the event of any Proceeding involving any Credit Party:

(a) Except as otherwise specifically permitted in this Agreement, until there has been a Discharge of all First Lien Debt, the Second Lien Agent and each Second Lien Lender Party shall not assert, without the prior written consent of the First Lien Agent, any claim, motion, objection or argument in respect of all or any part of the Collateral in connection with such Proceeding which could otherwise be asserted or raised in connection with such Proceeding by such Second Lien Lender Party as a secured creditor of any Credit Party. Without limiting the generality of the foregoing, the Second Lien Agent, for itself and each Second Lien Lender Party, agrees that it and each Second Lien Lender Party will:

(i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and clear of Liens or other claims of the Second Lien Agent and each Second Lien Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such Proceeding if the relevant First Lien Lender Parties have consented to such sale or disposition so long as the interests of the Second Lien Agent and the Second Lien Lenders in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Agent) attach to the proceeds thereof, subject to the terms of this Agreement and, if requested by the First Lien Agent in connection therewith, affirmatively consent to such sale or disposition,

(ii) not challenge (or support any other Person in challenging) any use of cash collateral or debtor-in-possession financing consented to by the First Lien Agent or provided by any First Lien Lender Parties (whether consented to by the First Lien Agent or provided by any First Lien Lender Parties, a “DIP Financing”) it being agreed by each Second Lien Lender Party that such DIP Financing shall be on such terms and conditions and in such amounts (not to exceed $25,000,000 of additional principal) as such First Lien Lender Parties, in their sole discretion, may determine, and, in connection therewith, any Credit Party may grant to the lenders participating in such DIP Financing and to the First Lien Lender Parties (or any agent or representative thereof) Liens upon all of the Property of such Credit Party, which Liens (A) may secure payment of the DIP Financing and the First Lien Debt and (B) shall be superior in priority to the liens and security interests in favor of Second Lien Agent for the benefit of the Second Lien Lender Parties on the Property of such Credit Party on the same terms and conditions as provided herein; provided, however, to the extent the Liens securing the First Lien Debt are subordinated to or pari passu with such DIP Financing, the Second Lien Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protections Liens provided to First Lien Lender Parties and (z) any “carve-out” for professional or United States Trustee fees agreed to by the First Lien Agent; provided, further, however that in connection with any such use of cash collateral or DIP Financing, (1) the Second Lien Lender Parties

Exhibit O-8

shall retain the right to object to any provision in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash and (2) the Second Lien Lender Parties shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the Credit Parties which shall be junior and subordinate to all Liens granted pursuant to such use of cash collateral or DIP Financing, with the same priorities afforded the Liens granted to the Second Lien Agent pursuant to this Agreement,

(iii) subject to clause (ii) above, not contest (or support any other Person in contesting) (A) any request by the First Lien Agent or any First Lien Lender Party for adequate protection or (B) any objection by the First Lien Agent or any First Lien Lender Party to any motion, relief, action or proceeding based on the First Lien Agent or the First Lien Lender Party claiming a lack of adequate protection,

(iv) except to the extent expressly permitted by clause (ii) above, not assert (or support any other Person in asserting) any right it may have to “adequate protection” of its interests in any Collateral in any Proceeding,

(v) until the Discharge of all First Lien Debt, turn over to the First Lien Agent for the pro rata benefit of the First Lien Lender Parties any payments derived from such “adequate protection” of their interest in any Collateral that they receive in any Proceeding for application to the First Lien Debt owed to the First Lien Lender Parties,

(vi) until the Discharge of all First Lien Debt, subject to Section 2.3 hereof, not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the First Lien Agent; provided, that, in the case of this clause (vi), if the First Lien Lender Parties seek such aforementioned relief, the Second Lien Lender Parties hereby irrevocably consent thereto and shall join in any such motion or application seeking such relief if requested by the First Lien Agent, and

(vii) not vote in favor of any plan of reorganization proposed in a Proceeding unless such plan of reorganization is consistent with the terms of this Intercreditor Agreement with regard to the Collateral and the obligations of the Second Lien Lender Parties. The Second Lien Agent, on behalf of each Second Lien Lender Party, waives any claim any of them may now or hereafter have arising out of the election of the First Lien Lender Parties, in any Proceeding instituted under the Bankruptcy Code, of

Exhibit O-9

the application of Section 1111 (b) of the Bankruptcy Code. The Second Lien Agent shall be permitted to participate on any creditor’s committee; provided, that the Second Lien Agent or any other Person participating on such creditor’s committee shall not directly or indirectly take any action or vote in any manner that would be in violation of this Agreement or inconsistent with or result in a breach of this Agreement.

(b) Except as otherwise expressly set forth herein, the First Lien Agent shall have the exclusive right to file proofs of claim and other pleadings and motions with respect to any Collateral in any Proceeding. Subject to the limitations set forth in this Agreement, the First Lien Agent may (but shall have no obligation or duty to) file appropriate proofs of claim and other pleadings and motions with respect to any Second Lien Debt in any Proceeding if and to the extent a proper proof of claim with respect to such Second Lien Debt has not been filed by the Second Lien Agent for and on behalf of the Second Lien Lender Parties in the form required in such Proceeding at least ten (10) days prior to the expiration of the time for filing thereof. In furtherance of the foregoing, the Second Lien Agent, for each Second Lien Lender Party, hereby appoints the First Lien Agent as its attorney-in-fact, with full authority in the place and stead of such Second Lien Lender Party and full power of substitution and in the name of such Second Lien Lender Party or otherwise, to execute, file and deliver any document or instrument that the First Lien Agent is required or permitted to file or deliver pursuant to this Section 2.2(b), such appointment being coupled with an interest and irrevocable.

(c) The Second Lien Agent shall execute and deliver to the First Lien Agent all such agreements, instruments and other documents confirming the above authorizations and all such proofs of claim, assignments of claim and other instruments and documentation, and shall take all such other action as may be reasonably requested by the First Lien Agent to enforce such claims and carry out the intent of this Section 2.2.

(d) The First Lien Debt shall continue to be treated as First Lien Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the First Lien Lender Parties and the Second Lien Lender Parties even if all or part of the First Lien Debt or the Liens securing same are subordinated, set aside, avoided, invalidated or disallowed in connection with any Proceeding.

(e) To the extent that any First Lien Lender Party receives payments (whether in cash, Property or securities) on the First Lien Debt or proceeds of Collateral which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the First Lien Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by such First Lien Lender Party.

(f) Notwithstanding any other provision of this Agreement, but subject to Section 2.2(a), (i) the Second Lien Agent shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the

Exhibit O-10

claims of the Second Lien Agent, including without limitation, any claims secured by the Collateral, in each case in accordance with this Agreement, (ii) the Second Lien Agent shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either the Bankruptcy Code or applicable non-bankruptcy law, (iii) the Second Lien Agent shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement and necessary to preserve their rights, in accordance with the terms of this Agreement, with respect to the Second Lien Debt and the Collateral; provided, that notice of intent to take any such action shall be given by the Second Lien Agent to the First Lien Agent not less than the earlier of (x) five (5) Business Days prior to the taking of such action and (y) five (5) Business Days less than the number of days available by order of any applicable bankruptcy court in which to file any such claim, filing, pleading, objection, motion or agreement, as the case may be, and (iv) the Second Lien Lender Parties shall be entitled to take any action (not adverse to the Liens on the Collateral securing the First Lien Debt, or the rights of the First Lien Agent and First Lien Lender Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral subject to the priorities of such Liens under this Agreement.

(g) Notwithstanding any other provision of this Agreement, the First Lien Lender Parties will not object to the right of Second Lien Lender Parties to cash bid in connection with a sale under Section 363 of the Bankruptcy Code or with respect to any other Collateral disposition under the Bankruptcy Code.

2.3. Lien Enforcement Provisions.

Subject to this Section 2.3, the First Lien Lender Parties shall have the exclusive right, prior to the Discharge of all First Lien Debt, to direct the enforcement of all rights and remedies with respect to all or any part of the Collateral, (i) by judicial proceedings for the enforcement of the Liens created under the Second Lien Security Documents, (ii) by the sale of the Collateral or any part thereof, (iii) otherwise by the exercise of the power of entry or sale conferred by the Second Lien Debt Documents, or (iv) by taking any other Enforcement Action against, or exercising any other rights or remedies with respect to, all or any part of the Collateral; provided, that upon the Discharge of all First Lien Debt, the Second Lien Agent may exercise the rights or remedies specified in this Section 2.3 and in the Second Lien Security Documents. Except as the same pertains to the Collateral (but subject to this Agreement) or as otherwise expressly prohibited by this Agreement, the Second Lien Agent may exercise any right or power, enforce any remedy, give any direction, consent or waiver or make any determination, under or in respect of any provision of any Second Lien Debt Document. Subject at all times to the provisions of Section 2.1 and Section 2.11 of this Agreement, on and after the Second Lien Enforcement Date, the Second Lien Lender Parties may take any Enforcement Action under the Second Lien Debt Documents, including, without limitation, any Enforcement Action with respect to all or any part of the Collateral.

Exhibit O-11

2.4. Release of Liens. If,

(a) prior to the commencement of a Proceeding, in connection with:

(i) any Enforcement Action; or

(ii) any sale, lease, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Debt Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Disposition”); or

(iii) any release of Liens on the assets of any Credit Party, all of the Capital Stock of which is being released pursuant to any other provision of this Section 2.4; or

(b) following the commencement of a Proceeding, in connection with:

(i) the entry of an order by a bankruptcy court authorizing the sale, transfer or other disposition of all or substantially all of the Collateral of any Credit Party; or

(ii) the taking of any Enforcement Action by the First Lien Lender Parties;

the First Lien Agent, for itself or on behalf of any of the First Lien Lenders, releases any of its Liens on any part of the Collateral, or releases any Credit Party from its obligations under its guaranty of the First Lien Debt, in each case other than in connection with the Discharge of the First Lien Debt, then the Liens, if any, of the Second Lien Agent, for itself or for the benefit of the Second Lien Lenders, on such Collateral, and the obligations of such Credit Party under its guaranty of the Second Lien Debt, shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Lien Agent, for itself or on behalf of any such Second Lien Lenders, promptly shall execute and deliver to the First Lien Agent or such Credit Party such termination statements, releases and other documents as the First Lien Agent or such Credit Party may request to effectively confirm such release; provided, however, that the Second Lien Release shall not occur (x) in the case of an Enforcement Action contemplated by Section 2.4(a)(i) above, if the First Lien Agent accepts all or a portion of the Collateral in full or partial satisfaction of the First Lien Debt, unless the First Lien Agent or a Credit Party obtains a Qualified Appraisal stating that the fair market value of the Collateral so accepted is not greater than the amount of First Lien Debt so satisfied, (y) in the case of any other disposition of Collateral in an Enforcement Action contemplated by Section 2.4(a)(i) above, unless at least 90% of the net cash proceeds received as a result of such disposition are applied to reduce the First Lien Debt, and (z) in the case of a Disposition described in Section 2.4(a)(ii) above, if such Disposition is prohibited by any provision of the Second Lien Credit Agreement, without the consent of the Second Lien Agent. In furtherance of the foregoing, the Second Lien Agent, for each Second Lien Lender Party, hereby appoints the First Lien Agent as its attorney-in-fact, with full authority in the place and stead of such Second Lien Lender Party and full power of substitution and in the name of such Second Lien Lender Party or otherwise, to execute, file and deliver any document or instrument that the First Lien Agent is required

Exhibit O-12

or permitted to file or deliver pursuant to this Section 2.4, such appointment being coupled with an interest and irrevocable.

2.5. First Lien Agent’s Actions with respect to the Collateral. Subject to Section 2.2(f) as the following may relate to a Proceeding, in furtherance and not in limitation of the other terms and provisions of this Agreement, each of the Second Lien Lender Parties agrees that (i) it will not take any action (or support any other Person in taking any action) that would hinder, delay, limit or prohibit any exercise of rights and remedies by any of the First Lien Lender Parties under or pursuant to the First Lien Debt Documents to the extent permitted thereunder and hereunder, including, without limitation, any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or First Lien Security Document or subordinate the priority of the First Lien Debt to the Second Lien Debt or any other indebtedness or grant the Liens securing the Second Lien Debt or any other indebtedness equal ranking to the Liens securing the First Lien Debt and (ii) it hereby waives any and all rights it or the other Second Lien Lender Parties may have as a junior lien creditor or otherwise (whether arising under the Uniform Commercial Code or under any other law) to object to the manner in which the First Lien Lender Parties seek to enforce or collect the First Lien Debt or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Lender Parties is adverse to the interests of any Second Lien Lender Party. Furthermore, and without limiting any other provision of any First Lien Debt Document, so long as the Discharge of all First Lien Debt has not occurred, in no event shall any Second Lien Lender Party (i) contest, protest or object to any Enforcement Action or other action brought by any First Lien Lender Party or any other exercise by a First Lien Lender Party of any rights and remedies relating to the Collateral under the First Lien Security Documents or otherwise or (ii) object to the forbearance by the First Lien Lender Parties from bringing or pursuing any Enforcement Action or other action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as such action or inaction does not constitute a breach of the obligations of the First Lien Lender Parties under this Agreement and the respective interests of such Second Lien Lender Party attach to the proceeds thereof subject to the relative priorities set forth in this Agreement. In exercising rights and remedies with respect to the Collateral, the First Lien Lender Parties may enforce the provisions of the First Lien Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or any other applicable law and of a secured creditor under the Bankruptcy Code or any jurisdiction pursuant to which a Proceeding is then being conducted.

2.6. Turnover Provisions. Until the Discharge of all First Lien Debt (except as specifically permitted by Section 2.7 hereof) in the event that any Collateral or proceeds thereof are received by any Second Lien Lender Party in contravention of this Agreement, any such property shall not be commingled with any of the assets of any Second Lien Lender Party, shall be received and held in trust for the benefit of the First Lien Lender Parties and shall be promptly turned over to the First Lien Agent, for the benefit of the First Lien Lender Parties, or delivered

Exhibit O-13

in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to the extent necessary for there to be a Discharge of all First Lien Debt. In the event that any Second Lien Lender Party fails to provide any endorsement, as contemplated by the immediately preceding sentence, the First Lien Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). After the Discharge of all First Lien Debt, any remaining proceeds of Collateral shall be delivered to the Second Lien Agent for application to the Second Lien Debt in accordance with the Second Lien Debt Documents, except as otherwise required pursuant to applicable law.

2.7. Permitted Mandatory Prepayments of Second Lien Debt. Notwithstanding Section 2.6 and Section 2.11 hereof, prepayments of the type contemplated by Section 2.4 of the Second Lien Credit Agreement may be made and applied to the Second Lien Debt (A) if the corresponding mandatory prepayment of the First Lien Credit Documents is waived by the Required Lenders under the First Lien Credit Agreement or (B) at all times following the Discharge of the First Lien Debt.

2.8. Agreement Not to Contest. Each of the First Lien Lender Parties and each of the Second Lien Lender Parties hereby agrees not to, directly or indirectly, whether in connection with a Proceeding or otherwise, take any action or vote in any way that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of any First Lien Debt or Second Lien Debt or the Lien held by the First Lien Agent, for the benefit of the First Lien Lender Parties, or the Lien held by the Second Lien Agent, for the benefit of the Second Lien Lender Parties, to secure the payment, performance or observance of all or any part of the First Lien Debt or the Second Lien Debt, (ii) the rights of the First Lien Lender Parties or the Second Lien Lender Parties set forth in any of the First Lien Debt Documents or Second Lien Debt Documents, respectively, with respect to any such Lien, or (iii) the validity or enforceability of any of the First Lien Debt Documents or any of the Second Lien Debt Documents; provided that nothing in this Section 2.8 is intended or shall be deemed or construed to limit in any way the ability of the parties hereto to enforce all of the terms and provisions of this Agreement.

2.9. Rights As Unsecured Creditors. Except as otherwise set forth in Section 2.1, Section 2.2, Section 2.3, Section 2.5 or Section 2.8, the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against any Credit Party in accordance with the terms of the Second Lien Debt Documents and applicable law. Except as otherwise set forth in Section 2.1, Section 2.6, Section 2.7 and Section 2.11, nothing in this Agreement shall prohibit the receipt by the Second Lien Agent or any Second Lien Lenders of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Agent or any Second Lien Lender of rights or remedies as a secured creditor (including set-off or recoupment) or enforcement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Agent or the First Lien Lenders may have with respect to the Collateral. In the event that any Second Lien Lender becomes a judgment Lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment

Exhibit O-14

Lien shall be subject to the terms of this Agreement for all purposes to the same extent as all other Liens securing the Second Lien Debt subject to this Agreement.

2.10. Sale, Transfer or other Disposition of Second Lien Debt.

(a) The subordination of the Liens on the Collateral effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Second Lien Debt, and the terms of this Agreement shall be binding upon the successors and assigns of any Second Lien Lender Party, as provided in Section 13 hereof.

(b) The Credit Parties shall not (i) refinance the Second Lien Debt unless (x) the terms and conditions of such refinancing documentation are reasonably acceptable to First Lien Agent and would be permitted as amendments to the Second Lien Debt Documents by this Agreement and (y) the lenders thereunder and the Credit Parties have executed and delivered to the First Lien Agent an agreement substantially similar to this Agreement and which, if not substantively the same as this Agreement, is in form and substance acceptable to the First Lien Lender Parties holding a majority of the First Lien Debt, (ii) notwithstanding any provision of the Second Lien Debt Documents, make any mandatory or optional prepayment of the Second Lien Debt, (iii) make any other payment or prepayment of the Second Lien Debt in violation of the terms of the First Lien Credit Agreement, or (iv) make any other payment that is not required by the Second Lien Credit Agreement as in effect on the date hereof (i.e. without giving effect to any amendment thereof), and the Second Lien Lender Parties shall not accept any such payment or prepayment.

2.11. Application of Proceeds from Sale or other Disposition of the Collateral. Subject to Section 2.7 hereof,

(a) prior to a Discharge of all First Lien Debt, all proceeds of Collateral, insurance proceeds in connection with a casualty event and condemnation awards with respect to any Collateral shall, to the extent any such proceeds are to be applied to the First Lien Debt or Second Lien Debt (regardless of whether such proceeds are generated by actions by a Credit Party, the First Lien Agent, the Second Lien Agent, or any other Person) be applied by the First Lien Agent in the order specified in the First Lien Credit Agreement, subject to subsection 2.11 (b) below; and

(b) notwithstanding subsection (a) of this Section 2.11, all proceeds of Collateral collected by any First Lien Lender Party or any Second Lien Lender Party shall, in each case, be applied to payment in full in cash of the Second Lien Debt before any application is made to any Excluded First Lien Debt.

Exhibit O-15

2.12. Legends. Until the termination of this Agreement in accordance with Section 20 hereof, each Second Lien Lender Party will cause to be clearly, conspicuously and prominently inserted in the Second Lien Credit Agreement and any other Second Lien Debt Document that grants a Lien or evidences the Second Lien Debt, as well as any renewals or replacements thereof, the following legend in substantially the form hereof:

“The liens and security interests securing the indebtedness and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby and by any guaranties thereof, are subordinate with respect to such liens in the manner and to the extent set forth in that certain Intercreditor and Lien Subordination Agreement (as the same may be amended or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of October 13, 2005 among Switch & Data Holdings, Inc., a Delaware corporation (the “Borrower”), Deutsche Bank AG New York Branch, as “Administrative Agent” under the First Lien Credit Agreement (as defined in the Subordination Agreement) and as collateral agent for the First Lien Lenders with respect to the liens securing the First Lien Obligations (each of such terms as defined in the Subordination Agreement), and Deutsche Bank AG New York Branch, as “Administrative Agent” under the Second Lien Credit Agreement (as defined below) and as collateral agent for the Second Lien Lenders with respect to the liens securing the Second Lien Obligations (each of such terms as defined in the Subordination Agreement) to the liens and security interests securing indebtedness (including interest) owed by the Borrower and Guarantors pursuant to such First Lien Credit Agreement, as amended or refinanced from time to time.

3. Modifications.

3.1. Modifications to First Lien Debt Documents. The First Lien Lender Parties may at any time and from time to time without the consent of or notice to any Second Lien Lender Party, without incurring liability to any Second Lien Lender Party and without impairing or releasing the obligations of any Second Lien Lender Party under this Agreement or affecting in any way any of the subordination or priority provisions herein, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the First Lien Debt, or amend or otherwise modify in any manner any of the First Lien Debt Documents, subject to the fact that any Excluded First Lien Debt or Additional Interest shall have different priorities under this Agreement; provided, however, that any amendment, modification or supplement to the First Lien Debt Documents the effect of which is to extend the “Maturity Date” set forth in the First Lien Credit Agreement beyond the “Maturity Date” set forth in the Second Lien Credit Agreement as in effect on the date hereof shall require the prior written consent of the Second Lien Agent. The First Lien Lenders shall not permit any Excluded First Lien Debt to exist or be outstanding without the prior written consent of the Second Lien Agent.

3.2. Modifications to Second Lien Debt Documents. Until a Discharge of all First Lien Debt, and notwithstanding anything to the contrary contained in the Second Lien Debt Documents, the Second Lien Lender Parties shall not, without the prior written consent of First Lien Agent, agree to any amendment, modification or supplement to the Second Lien Debt Documents the effect of which is to (i) increase the outstanding principal amount of the Second Lien Debt, or increase the rate of interest or Applicable Margin on any of the Second Lien Debt by more than 2% per annum, (ii) change the dates upon which payments of principal or interest on the Second Lien Debt are due, except in connection with the imposition of the default rate of interest in accordance with the Second Lien Debt Documents as in effect on the date hereof, (iii)

Exhibit O-16

change (other than waive) or add any event of default or any covenant with respect to the Second Lien Debt except such changes as make the Second Lien Debt Documents less restrictive of the Credit Parties, (iv) change any redemption or prepayment provisions of the Second Lien Debt, (v) subordinate the Second Lien Debt to any indebtedness or obligations other than the First Lien Debt, (vi) take any Liens on any Property of any Credit Party unless the same has been granted to the First Lien Agent for the benefit of the First Lien Lender Parties, or (vii) change or amend any other term of the Second Lien Debt Documents if such change or amendment would result in a First lien Default, increase the obligations of any Credit Party or confer additional rights on any Second Lien Lender Party or any other holder of the Second Lien Debt in a manner adverse in any respect to any Credit Party or any of the First Lien Lender Parties.

4. Waiver of Certain Rights by the Second Lien Lender Parties

4.1. Acceptance. The Second Lien Agent, on behalf of the Second Lien Lender Parties, hereby waives all notice of the acceptance by First Lien Lender Parties of the lien subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement or under the Uniform Commercial Code or other applicable law in connection with foreclosure on or sale of all or any portion of the Collateral, and the Second Lien Agent expressly consents to the reliance by the First Lien Lender Parties upon the subordination and other agreements as herein provided.

4.2. Marshaling.

(a) The Second Lien Agent, on behalf of the Second Lien Lender Parties, hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require the First Lien Agent or any other First Lien Lender Party to marshal any Property of any Credit Party for the benefit of any Second Lien Lender Party. The Second Lien Agent, on behalf of the Second Lien Lender Parties, further waives any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior creditor may have under applicable law.

(b) The Second Lien Agent, on behalf of the Second Lien Lender Parties, agrees that no First Lien Lender Party shall have any liability to any Second Lien Lender Party, and such Second Lien Lender Party hereby waives any claims against any First Lien Lender Party, arising out of any and all actions which any First Lien Lender Party may take or permit or omit to take with respect to (i) the First Lien Debt Documents, (ii) the collection of the First Lien Debt or (iii) the foreclosure upon, or sale, liquidation or other disposition or realization of, any Collateral, in each case, except for claims arising solely from the gross negligence or willful misconduct of a First Lien Lender Party in its capacity as such, as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Second Lien Agent, on behalf of the Second Lien Lender Parties, agrees that no First Lien Lender Party shall have any duty, express or implied, fiduciary or otherwise, to it in respect of the maintenance or preservation of any Collateral, any Second Lien Debt or otherwise. The First Lien Agent, on behalf of the First Lien Lender Parties, agrees that no Second Lien Lender Party shall have any duty, express or implied, fiduciary or otherwise, to it in respect of the maintenance or preservation of any Collateral, any First Lien Debt or otherwise. No First Lien Lender Party, no

Exhibit O-17

Second Lien Lender Party nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of a Credit Party, any First Lien Lender Party, any Second Lien Lender Party or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

5. Representations and Warranties.

5.1. Representations and Warranties of Second Lien Agent. To induce First Lien Agent to execute and deliver this Agreement, the Second Lien Agent hereby represents and warrants to First Lien Agent that as of the date hereof: (a) the Second Lien Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Second Lien Agent will not violate or conflict with any agreement binding upon the Second Lien Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of the Second Lien Agent, enforceable against the Second Lien Agent, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

5.2. Representations and Warranties of First Lien Agent. To induce Second Lien Agent to execute and deliver this Agreement, the First Lien Agent hereby represents and warrants to First Lien Agent that as of the date hereof: (a) the First Lien Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the First Lien Agent will not violate or conflict with any agreement binding upon the First Lien Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of the First Lien Agent, enforceable against the Second Lien Agent, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

6. No New Lien. Each of the First Lien Lender Parties, each of the Second Lien Lender Parties and each Credit Party hereby agrees that no Credit Party shall, or shall permit its Subsidiaries to, grant or permit any Lien, or take any action to perfect a Lien, on any Property to secure any the First Lien Debt or the Second Lien Debt unless such Lien is granted to each of the First Lien Agent, for the benefit of the First Lien Lender Parties, and the Second Lien Agent, for the benefit of the Second Lien Lender Parties, respectively (each such Lien granted to the Second Lien Agent to be subordinate to the First Lien Debt and to be Second Lien Debt that is subject to the terms and conditions of this Agreement with respect to Second Lien Debt, and each such Lien granted to the First Lien Agent to be First Lien Debt that is subject to the terms and conditions of this Agreement with respect to First Lien Debt); provided that nothing in this Section 6 shall limit the rights of (i) the First Lien Lender Parties from holding cash collateral

Exhibit O-18

pursuant to the terms of the First Lien Debt Documents and exercising their rights and remedies against such cash collateral, or (ii) the First Lien Lender Parties from exercising customary rights of setoff against accounts maintained with such Person, in each case pursuant to the terms and provisions of the First Lien Debt Documents. In addition, the Second Lien Lender Parties shall not be permitted to restrict, in any manner, a Credit Party from granting a Lien on any Property for the benefit of the First Lien Lenders.

7. Insurance and Condemnation Proceeds. Until the Discharge of all First Lien Debt, the First Lien Agent shall have the sole and exclusive right, as against the Second Lien Lender Parties, to adjust settlement of insurance claims in the event of any covered loss (including, without limitation, any theft or destruction of any or any part of such Collateral) or condemnation awards and/or to permit the Credit Parties to reinvest any insurance or condemnation proceeds in replacement assets or repair of assets. Until the Discharge of all First Lien Debt, the Second Lien Lender Parties shall, at the request of the First Lien Agent, cooperate in a reasonable manner in effecting the payment of insurance proceeds and condemnation awards to the First Lien Lender Parties. At all times prior to the Discharge of all First Lien Debt, the consent of the First Lien Lender Parties, in their discretion or pursuant to any agreement with any Credit Party, to permit such Credit Party to utilize the proceeds of insurance or condemnation award to replace Collateral, shall be deemed to also constitute the consent of each Second Lien Lender Party to such use of proceeds.

8. Second Lien Lender Party Purchase Option.

(a) Notwithstanding anything herein to the contrary, following acceleration of the First Lien Debt in accordance with the terms of the First Lien Credit Agreement, commencement of an enforcement action by the First Lien Agent against all or substantially all of the Collateral or the commencement of a Proceeding, the First Lien Agent shall provide the Second Lien Agent with written notice thereof within ten days thereafter (a “Purchase Option Notice”) and afford the Second Lien Agent the opportunity to purchase pursuant to this Section 8 all, but not less than all, of the First Lien Debt. The Purchase Option Notice will indicate the aggregate amount of First Lien Debt then outstanding.

(b) The Second Lien Agent, for itself or on behalf of any Second Lien Lender Party, shall have five (5) Business Days after receipt of such Purchase Option Notice to notify the First Lien Agent of its or such Second Lien Lender Party’s intention to exercise its option to purchase the First Lien Debt pursuant to this Section 8. If no such notice is received from the Second Lien Agent within such five (5) Business Day period, the option granted pursuant to this Section 8 to the Second Lien Agent and the Second Lien Lender Parties to purchase the First Lien Debt shall irrevocably expire and such Second Lien Lender Party shall have no further rights under this Section 8 except if such Enforcement Action is not commenced or, if commenced, is permanently terminated, in which event the option contained herein will continue until a subsequent Purchase Option Notice is issued by First Lien Agent.

(c) If a Second Lien Agent delivers notice to the First Lien Agent that it or any Second Lien Lender Party is exercising its option to purchase the First Lien Debt pursuant to this Section 8, such notice delivered to the First Lien Agent shall be irrevocable and

Exhibit O-19

such holder shall be required to purchase the First Lien Debt within two (2) Business Days after the First Lien Agent’s receipt of such notice.

(d) Upon the date of such purchase and sale, the purchaser or purchasers of the First Lien Debt shall,

(i) pay to the First Lien Agent, for the benefit of the First Lien Lender Parties, as the purchase price therefor the full amount of all First Lien Debt (with all debt purchased at par) outstanding as of the date of such purchase and sale and unpaid (including all documented principal, interest, fees, costs, charges and expenses, including reasonable fees and expenses of attorneys and financial and other advisors),

(ii) furnish cash collateral to the First Lien Agent in such amounts as the First Lien Agent reasonably determines is reasonably necessary to secure the First Lien Lender Parties in connection with (A) any issued and outstanding Letters of Credit issued (or deemed to have been issued) pursuant to the First Lien Credit Agreement) for the benefit of any Credit Party (provided that such amount shall not exceed 105% of the aggregate undrawn amount and), and (B) any outstanding Interest Rate Agreements (as such term is defined in the First Lien Credit Agreement) entered into by a Credit Party with a First Lien Lender Party or any affiliate thereof, and

(iii) provide cash collateral reasonably acceptable to the First Lien Lender Parties in respect of outstanding claims for indemnification; provided, however that the First Lien Agent shall release any such cash collateral upon the determination, in the First Lien Agent’s reasonable discretion, that the claim giving rise to such indemnification right shall no longer be asserted or assertable.

(e) Such purchase price and cash collateral shall be remitted, without set-off or counterclaim or otherwise, by wire transfer of immediately available federal funds to such bank account of the First Lien Agent as the First Lien Agent may designate in writing to Second Lien Agent for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and sale shall occur if the amounts so paid by the purchasers of First Lien Debt to the bank account designated by First Lien Agent are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and including such business day if the amounts so paid by such Persons to the bank account designated by First Lien Agent are received in such bank account later than 1:00 p.m., New York time.

(f) Each Second Lien Lender Party will have the right, pursuant to this Section 8, to purchase up to its pro rata share of the First Lien Debt; provided that if any Second Lien Lender Party elects not to exercise its option to purchase the First Lien Debt, that holder’s pro rata share may be allocated pro rata to the other Second Lien Lender Parties exercising their options under this Section 8. Each notice delivered by the Second Lien Agent, for itself or on behalf of a Second Lien Lender Party, to the First Lien Agent pursuant to this Section 8 shall indicate what portion of the First Lien Debt such holder elects to purchase. First Lien Debt

Exhibit O-20

purchased hereunder wall be purchased pro rata from each First Lien Lender Party based on the amount of First Lien Debt held by such First Lien Lender Party. In the event that the amount of First Lien Debt that the Second Lien Lender Parties elect to purchase pursuant to this Section 8. (a) exceeds the aggregate outstanding amount of First Lien Debt, each holder of Second Lien Debt electing to purchase the First Lien Debt will be permitted to purchase its pro rata portion of such First Lien Debt based on the amount of First Lien Debt that each such holder elected to purchase, or (b) is less than all of the First Lien Debt, then the option set forth in this Section 8 (including with respect to options which have been exercised) shall irrevocably expire and this Section 8 shall be of no further force or effect.

(g) Upon notice to the Credit Parties that the purchase of First Lien Debt has been consummated by delivery of the purchase price to the First Lien Agent, each Credit Party shall treat the applicable holders of Second Lien Debt as holders of the First Lien Debt purchased pursuant to this Section 8 for all purposes hereunder and under each agreement, document and instrument relating to the First Lien Debt. Any sale will be made without recourse, representation or warranty of any kind, other than customary representations by each holder of First Lien Debt as to its authority to sell its First Lien Debt and its ownership thereof. In connection with any purchase of First Lien Debt pursuant to this Section 8, each holder of First Lien Debt agrees, at the cost of the Credit Parties, to enter into all agreement, instruments and documents necessary or desirable to evidence the transfer of such First Lien Debt hereunder (subject to the aforesaid limitation on recourse, representations and warranties).

9. Modification. Any amendment, modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by the First Lien Agent and the Second Lien Agent, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. With respect to any amendment that materially increases the obligations or decreases the rights of the Credit Parties, the Borrower’s consent shall also be required for such amendment, provided, however, than any amendment of the priorities of the Liens of the First Lien Agent and Second Lien Agent or of the rights of the First Lien Agent to take action or receive funds that would otherwise have been taken by the Second Lien Agent or of the timing or procedure pursuant to which the Second Lien Agent may take any such action shall not require the consent of the Borrower or any other Credit Party. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

10. Separate Grants of Security and Separate Classification. Each of the Credit Parties, the First Lien Lenders and the Second Lien Lenders acknowledges and agrees that (i) the grants of Liens pursuant to the First Lien Debt Documents and the Second Lien Debt Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Second Lien Debt are fundamentally different from the First Lien Debt and must be separately classified in any plan of reorganization proposed or adopted in an Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Lenders and Second Lien Lenders in respect of the Collateral constitute only one secured claim (rather than separate

Exhibit O-21

classes of senior and junior secured claims), then the First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs, premium, optional and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Lenders), with the Second Lien Lenders hereby acknowledging and agreeing to turn over to the First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Lenders.

11. Further Assurances. Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

12. Notices. Unless otherwise specifically provided herein, any notice or other communication delivered or made under this Agreement shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission or sent by overnight courier service or certified or registered United States mail and shall be deemed to have been given (a) if delivered in person, when delivered; (b) if delivered by facsimile transmission, on the date of transmission if transmitted on a Business Day before 4:00 p.m. (New York time) or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, one business day after delivery to such courier properly addressed; or (d) if by United States certified or registered mail, four business days after deposit in the United States mail, postage prepaid and properly addressed.

Notices shall be addressed as follows:

If to the Second Lien Agent:

Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Facsimile: (212) 797-5692

With a copy to:

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

Attention: F. Mark Fucci, Esq.

Facsimile: (212) 752-5378

Exhibit O-22

If to the First Lien Agent:

Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Anca Trifan, Director

Facsimile: (212) 797-5692

With a copy to:

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

Attention: F. Mark Fucci, Esq.

Facsimile: (212) 752-5378

If to any Credit Party:

c/o Switch & Data Holdings, Inc.

1715 N. Westshore Blvd.

Tampa, Florida 33607

Attention:  Clay Mynard

Facsimile:   (813) 207-7701

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section 12.

13. Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of each First Lien Lender Party, each Second Lien Lender Party and each Credit Party.

14. Relative Rights; No Third Parties Benefited.

(a) This Agreement shall define the relative rights of the First Lien Lender Parties and the Second Lien Lender Parties, respectively. Nothing in this Agreement shall (a) impair, as among the Credit Parties and the First Lien Lender Parties on the one hand, and as between the Credit Parties and the Second Lien Lender Parties, on the other hand, the obligation of the Credit Parties with respect to the payment of the First Lien Debt and the Second Lien Debt, as the case may be, in accordance with their respective terms or (b) affect the relative rights of the First Lien Lender Parties or the Second Lien Lender Parties with respect to any other creditors of the Credit Parties. The terms of this Agreement shall govern even if all or any part of the First Lien Debt or the Liens in favor of the First Lien Agent or any other First Lien Lender Party are avoided, disallowed, unperfected, set aside or otherwise invalidated in any judicial proceeding or otherwise.

(b) Except to the extent expressly set forth in Section 13 hereof, it is not the intention of the parties hereto to confer any third-party beneficiary rights, and this Agreement shall not be construed so as to confer any such rights upon any other Person or Persons not party hereto (other than the First Lien Parties and Second Lien Lender Parties).

Exhibit O-23

15. Contractual Representative for Purposes of Perfection. Each Second Lien Lender Party hereby appoints the First Lien Agent as such Person’s contractual representative solely for purposes of perfecting such Person’s Liens on any of the Collateral in the possession or under the “control” (as such term is defined in the Uniform Commercial Code) of the First Lien Agent, and the First Lien Agent hereby acknowledges that it holds possession of or otherwise controls any such Collateral as the contractual representative of the Second Lien Lender Parties for such purposes; provided, that, the First Lien Agent shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral and each Second Lien Lender Party hereby waives and releases the First Lien Agent and each of the other First Lien Lender Parties from, and hereby indemnifies and agrees to hold harmless the First Lien Agent and each of the other First Lien Lender Parties against, all claims and liabilities arising as a result of or in connection with the First Lien Agent’s role as contractual representative agent for the Second Lien Lender Parties with respect to the Collateral. At the expense of the Credit Parties, promptly upon the Discharge of all First Lien Debt, the First Lien Agent shall deliver the remainder of the Collateral, if any, in its possession to the Second Lien Agent and, to the extent practicable, transfer control of the remainder of the Collateral, if any, under its control to the Second Lien Agent, in each case, except as may otherwise be required by applicable law or court order (it being understood that prior to the Discharge of all First Lien Debt, the provisions of this Agreement shall apply to all such documents and each other document relating to all or any part of the Collateral, including, without limitation, the provisions restricting the Second Lien Agent from taking action to enforce rights in and to the Collateral pursuant to such documents).

16. Conflict. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the First Lien Debt Documents or any of the Second Lien Debt Documents, the provisions of this Agreement shall control and govern.

17. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of photocopies of the signature pages to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart hereof.

19. Severability. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

20. Continuation of Subordination; Termination of Agreement. This Agreement shall remain in full force and effect until Discharge of all First Lien Debt, after which this Agreement shall terminate without further action on the part of the parties hereto.

Exhibit O-24

21. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED THEREIN AND IRREVOCABLY AGREES THAT, SUBJECT TO FIRST LIEN AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY, AS THE CASE MAY BE, AT SUCH PERSON’S ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

22. WAIVER OF JURY TRIAL. SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH OF SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, THE SECOND LIEN DEBT DOCUMENTS AND THE FIRST LIEN DEBT DOCUMENTS, AS THE CASE MAY BE, AND THAT SUCH PERSONS WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RESPECTIVE RELATED FUTURE DEALINGS. EACH OF SECOND LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH SECOND LIEN LENDER), EACH CREDIT PARTY AND FIRST LIEN AGENT (FOR ITSELF AND FOR AND ON BEHALF OF EACH FIRST LIEN LENDER) WARRANTS AND REPRESENTS THAT SUCH PERSON HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH PERSON KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit O-25

IN WITNESS WHEREOF, the Second Lien Agent, the Credit Parties and the First Lien Agent have caused this Agreement to be executed as of the date first above written.

FIRST LIEN AGENT: DEUTSCHE BANK AG NEW YORK BRANCH
By:
	Name:
	Title:
By:
	Name:
	Title:
SECOND LIEN AGENT: DEUTSCHE BANK AG NEW YORK BRANCH
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit O-26

Agreed to:

SWITCH & DATA HOLDINGS, INC.
By:
George A. Pollock, Jr. Treasurer
SWITCH & DATA FACILITIES COMPANY, INC.
By:
George A. Pollock, Jr. Treasurer
SWITCH AND DATA ENTERPRISES, INC. SWITCH AND DATA MANAGEMENT COMPANY LLC SWITCH AND DATA OPERATING COMPANY LLC SWITCH & DATA FACILITIES COMPANY LLC SWITCH AND DATA COMMUNICATIONS LLC SWITCH AND DATA FL SEVEN LLC SWITCH AND DATA IL FIVE LLC TELX ACQUISITION, INC.
By:
George A. Pollock, Jr. Treasurer
SWITCH AND DATA CA NINE LLC SWITCH AND DATA GA THREE LLC SWITCH AND DATA IL FOUR LLC SWITCH AND DATA NY FOUR LLC SWITCH AND DATA NY FIVE LLC SWITCH & DATA/NY FACILITIES COMPANY LLC SWITCH AND DATA PA THREE LLC SWITCH AND DATA PA FOUR LLC SWITCH AND DATA DALLAS HOLDINGS I LLC SWITCH AND DATA DALLAS HOLDINGS II LLC SWITCH AND DATA VA FOUR LLC SWITCH AND DATA WA THREE LLC
By:	Switch and Data Operating Company LLC, as Manager
By:
George A. Pollock, Jr. Treasurer

Exhibit O-27

EX-10.10

EXHIBIT 10.10

* CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

AGREEMENT OF LEASE

111 EIGHTH AVENUE LLC

LANDLORD

AND

EXTRANET TELECOMMUNICATIONS, INC.

TENANT

Premises:	Portions of the Fifth (5th) and
	Fifteenth (15th) Floors
	111 Eighth Avenue
	New York, New York 10011
Dated:	June 30, 1998

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

TABLE Of CONTENTS

DEFINITIONS		1
ARTICLE 1.	DEMISE, PREMISES, TERM, RENT	4
ARTICLE 2.	USE AND OCCUPANCY	6
ARTICLE 3.	ALTERATIONS	7
ARTICLE 4.	CONDITION OF THE PREMISES; LANDLORD’S WORK	9
ARTICLE 5.	REPAIRS; FLOOR LOAD	10
ARTICLE 6.	REAL ESTATE TAXES AND LABOR	11
ARTICLE 7.	LEGAL REQUIREMENTS	16
ARTICLE 8.	SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES	17
ARTICLE 9.	SERVICES	19
ARTICLE 10.	INSURANCE	27
ARTICLE 11.	DESTRUCTION OF THE PREMISES: PROPERTY LOSS OR DAMAGE	28
ARTICLE 12.	EMINENT DOMAIN	30
ARTICLE 13.	ASSIGNMENT AND SUBLETTING	30
ARTICLE 14.	ACCESS TO PREMISES	38
ARTICLE 15.	CERTIFICATE OF OCCUPANCY	38
ARTICLE 16.	DEFAULT	39
ARTICLE 17.	REMEDIES AND DAMAGES	41
ARTICLE 18.	FEES AND EXPENSES	43
ARTICLE 19.	NO REPRESENTATIONS BY LANDLORD	44
ARTICLE 20.	END OF TERM	44
ARTICLE 21.	QUIET ENJOYMENT	45
ARTICLE 22.	NO WAIVER; NON-LIABILITY	45
ARTICLE 23.	WAIVER OF TRIAL BY JURY	46
ARTICLE 24.	INABILITY TO PERFORM	46
ARTICLE 25.	BILLS AND NOTICES	47
ARTICLE 26.	RULES AND REGULATIONS	47
ARTICLE 27.	BROKER	47
ARTICLE 28.	INDEMNITY	48
ARTICLE 29.	LANDLORD’S CONTRIBUTION	49
ARTICLE 30.	SECURITY, DEPOSIT	51
ARTICLE 31.	REDUCED PREMISES	53
ARTICLE 32.	MISCELLANEOUS	53
Exhibit A:	Floor Plans of the Premises
Exhibit B:	Rules and Regulations
Exhibit C:	Approved Contractors
Exhibit D:	Form of Letter of Credit

AGREEMENT OF LEASE, made as of June 30, 1998, between 111 EIGHTH AVENUE INC, a Delaware limited liability company with an address c/o TACONIC INVESTMENT PARTNERS LLC, 1500 Broadway, New York, New York 10036 (“Landlord”), and EXTRANET TELECOMMUNICATIONS, INC., a New York corporation with an address at 111 Eighth Avenue, New York, New York 10011 (“Tenant”).

WITNESSETH:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

“Additional Rent” means Tenant’s Tax Payment, Tenant’s Labor Rate Payment, and any and all other sums, other than Fixed Rent, payable by Tenant to Landlord under this Lease.

“Affiliate” means, with respect, to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Alterations” means alterations, installations, improvements, additions or other physical changes (other than decorations, movable fixtures and equipment) in or about the Premises.

“Base Rate” means the annual rate of interest publicly announced from time to time by Citibank, N.A., New York, New York (or any successor thereto) as its “base rate”, or such other term as may be used by Citibank, N.A. from time to time for the rate presently referred to as its base rate.

“Building” means all the buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations, renewals, replacements, additions and substitutions thereto, presently known by the address of 111 Eighth Avenue, New York, New York.

“Building Systems” means the mechanical, electrical, heating, ventilating, air conditioning, elevator, plumbing, sanitary, life-safety and other service systems of the Building, but shall not include the portions of such systems installed in the Premises by Tenant.

“Business Days” means all days, excluding Saturdays, Sundays, and all days observed by either the State of New York, the Federal Government or by the labor unions servicing the Building as legal holidays.

“Commencement Date” means July 1, 1998.

“Control” means: (i) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting stock of a corporation, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.

“Default Rate” means a rate at all times four (4) percentage points above the Base Rate.

“Environmental Laws” means any Legal Requirements now or hereafter in effect relating to the environment, health, safety or Hazardous Materials.

“Expiration Date” means [*].

“Governmental Authority” means any of the United States of America, the State of New York, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof or the curbs, sidewalks, and areas adjacent thereto.

“Hazardous Materials” means any substances, materials or wastes regulated by any Governmental Authority or deemed or defined as a “hazardous substance”, “hazardous material”, “toxic substance”, “toxic pollutant”, “contaminant”, “pollutant”, “solid waste”, “hazardous waste” or words of similar import under applicable Legal Requirements, including oil and petroleum products, natural or synthetic gas, polychlorinated biphenyls, asbestos in any form, urea, formaldehyde, radon gas, or the emission of non-ionizing radiation, microwave radiation or electromagnetic fields at levels in excess of those (if any) specified by any Governmental Authority or which may cause a health hazard or danger to property, or the emission of any form of ionizing radiation.

“Initial Alterations” are defined in Section 4.2.

“Legal Requirements” means all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, rules of common law, and any judicial interpretations thereof, extraordinary as well as ordinary, of all Governmental Authorities, including the Americans with Disabilities Act (42 U.S.C. §12,101 et seq.), New York City Local Law 58 of 1987, and any law of like import, and all rules, regulations and government orders with respect thereto, and any of the foregoing relating to environmental matters, Hazardous Materials, public health and safety matters, and of any applicable fire rating bureau, or other body exercising similar functions, affecting the Real Property or the maintenance, use or occupation thereof, or any street or sidewalk comprising a part of or in front thereof or any vault in or under the same.

“Mortgage” means any mortgage or trust indenture which may now or hereafter affect the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder; “Mortgagee” means any mortgagee, trustee or other holder of a Mortgage.

“Permitted Use” means the use of the Premises by Tenant as a telecommunications switching center and colocation facility, with incidental technical equipment and storage, and other uses normally related thereto, and office and support facilities in connection therewith, and for no other purpose.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2

“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated association, business trust, tenancy-in-common or other entity, or any Governmental Authority.

“Premises” means (i) a portion of the fifteenth (15th) floor known as Suite 1532, and the portions of the fifth (5th) floor known as Suites 518 and 536 (collectively, the “Existing Premises”); and (ii) the portions of the fifth (5th) floor known as Suites 519, 534A and 535A (collectively, the “New Premises”) of the Building, as shown on the floor plans attached to this Lease as Exhibit A and made a part hereof.

“Premises Area” is agreed to mean and is deemed to be the rentable area of the Premises, consisting of a total of 24,904 rentable square feet, as follows: (i) 6,612 rentable square feet of space in Suite 1532, (ii) 9,055 rentable square feet of space in Suite 518, (iii) 1,792 rentable square feet of space in Suite 536 (for a total of 17,459 rentable square feet in the “Existing Premises”), (iv) 5,567 rentable square feet of space in Suite 519, (v) 1,124 rentable square feet of space in Suite 536A, and (vi) 754 rentable square feet of space in Suite 534A (for a total of 7,445 rentable square feet in the New Premises). The Premises Area has been computed on the basis of the current standard employed by Landlord with respect to the calculation of the deemed rentable square foot area of the Building; provided, however, that in no event shall such deemed rentable square footage constitute or imply any representation or warranty by Landlord as to the actual size of the Premises or any other portion of the Building.

“Real Property” means the Building, together with the plot of land upon which it stands.

“Rules and Regulations” means the rules and regulations annexed hereto and made a part hereof as Exhibit B, and such other and further rules and regulations as Landlord may from time to time adopt.

“Substantial Completion” means, as to any construction performed by any party in the Premises, including the Initial Alterations, any other Alterations, that such work has been completed substantially in accordance with (i) the provisions of this Lease applicable thereto, (ii) the plans and specifications for such work, and (iii) all applicable Legal Requirements and Insurance Requirements, except for minor details of construction, decoration and mechanical adjustments, if any, the noncompletion of which does not materially interfere with Tenant’s use of the Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the Premises.

“Superior Lease(s)” means any ground or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments and modifications thereof; “Lessor” means a lessor under a Superior Lease.

“Tenant’s Alterations” means all Alterations, including the Initial Alterations, in and to the Premises which may be made by or on behalf of Tenant prior to and during the Term, or any renewal thereof.

3

“Tenant’s Property” means Tenant’s movable fixtures and movable partitions, telephone and other communications equipment, computer systems, furniture, trade fixtures, Tenant’s HVAC System, furnishings and other items of personal property which are removable without material damage to the Premises or Building.

“Tenant’s HVAC System” is defined in Section 9.3(d).

“Term” means the term of this Lease, which shall commence on the Commencement Date and shall expire on the Expiration Date.

“Unavoidable Delays” are defined in Article 24.

ARTICLE 1. DEMISE, PREMISES, TERM, RENT

Section 1.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Commencement Date and to end on the Expiration Date, at an annual rent (“Fixed Rent”) as follows:

(a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*];

(b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the [*] and ending on [*];

(c) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the [*] and ending on [*];

(d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(f) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(g) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(h) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; and

(i) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date;

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4

which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United, States, in monthly installments in advance on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or by wire transfer of immediately available funds.

Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum of [*] and [*]/100 Dollars ($[*]) representing the installment of Fixed Rent for the first (1st) full calendar month of the Term after the Commencement Date. If the Commencement Date shall occur on a date other than the first (1st) day of any calendar month, Tenant shall also pay to Landlord, on the Commencement Date, a sum equal to [*] and [*]/100 Dollars ($[*]), multiplied by the number of calendar days in the period from the Commencement Date to the last day of the month in which the Commencement Date shall occur, both inclusive.

Section 1.3 Notwithstanding anything to the contrary set forth in Section 1.1, so long as Tenant is not in default beyond applicable grace or notice periods under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed, Tenant shall receive a rent credit in the total amount of [*] and [*]/100 Dollars ($[*]) to be credited on account of Fixed Rent for the New Premises at the rate of [*] and [*]/100 Dollars ($[*]) per month for each of the months of [*]. Nothing contained herein shall affect Tenant’s obligation to make any other payment under this Lease during the aforementioned period.

Section 1.4 (a) Tenant presently occupies the Existing Premises under three (3) separate leases (the “Existing Leases”) between Landlord’s predecessor-in-interest, P.A. Building Company, as landlord and Tenant, as follows: (i) Lease, dated as of [*], demising Suite 1532, for a term expiring on [*], (ii) Lease, dated as of [*], demising Suite 536, for a term expiring on [*], and (iii) Lease, dated as of [*], demising Suite 518, for a term expiring on [*]. Notwithstanding anything to the contrary set forth in the Existing Leases, Landlord and Tenant acknowledge and agree that the Existing Leases shall terminate and come to an end on the day immediately preceding the Commencement Date, unless sooner terminated pursuant to any of the terms, covenants or conditions of the Existing Leases or pursuant to Legal Requirements, with the same force and effect as if the day immediately preceding the Commencement Date of this Lease were the expiration date set forth in each of the Existing Leases. Tenant shall remain in possession of the Existing Premises commencing on the Commencement Date under the terms and conditions of this Lease.

(b) Upon Landlord’s request, Tenant shall execute and deliver to Landlord a further agreement, in form and substance reasonably satisfactory to Landlord, evidencing the termination of the Existing Leases as set forth herein; provided, however, that neither Landlord’s failure to request such execution of such instrument nor Tenant’s failure to execute and deliver such instrument shall vitiate the provisions of this Section 1.4.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(c) Tenant shall be released from its obligations under the Existing Leases accruing after the Commencement Date; provided, however, that Tenant’s obligations to pay annual rent, additional rent and any and all sums and charges payable under the Existing Leases attributable to the period up to the Commencement Date, and to perform all of the obligations on Tenant’s part to be performed thereunder attributable to such period (collectively, the “Existing Obligations”) shall survive the expiration of the terms of the Existing Leases, and from and after the Commencement Date of this Lease, the payment and performance of the Existing Obligations shall constitute and be deemed to be the obligations of Tenant under this Lease.

(d) Tenant represents, warrants, covenants and agrees that: (i) Tenant is not in default under any of the terms, covenants or conditions of the Existing Leases, (ii) Tenant has not done or permitted, and will not do or permit, any action whereby the Existing Leases or the term or estate thereby granted, or the Existing Premises, or any part thereof, or any fixtures, alterations, installations, additions and improvements in and to the Existing Premises or any part thereof, have or will become encumbered in any way whatsoever, (iii) Tenant owns and will own the Existing Leases and has and will have good right to surrender the Existing Premises, and (iv) no one other than Tenant has acquired or will acquire through or under Tenant, any right, title or interest in or to the Existing Leases or the Existing Premises, or any part thereof, or in or to any alterations, installations, additions or improvements therein, or any part thereof.

ARTICLE 2. USE AND OCCUPANCY

Section 2.1 Tenant shall use and occupy the Premises for the Permitted Use and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in any manner not permitted hereunder, or which in Landlord’s judgment would adversely affect (a) the proper and economical rendition of any service required to be furnished to any tenant or other occupant of the Building, (b) the use or enjoyment of any part of the Building by any other tenant or other occupant, or (c) the appearance, character or reputation of the Building.

Section 2.2 Tenant shall not use or permit the Premises or any part thereof to be used: (a) for the business of printing or other manufacturing of any kind, (b) as a retail branch of a bank or savings and loan association, or as a retail loan company, as a retail stock broker’s or dealer’s office, (c) for the storage of merchandise, (d) for the distribution, by mail-order or otherwise, of merchandise, (e) as a restaurant or bar or for the sale of food or beverages, (f) as a news or cigar stand, (g) as an employment agency, labor union office, school, physician’s or dentist’s office, dance or music studio, (h) as a barber shop or beauty salon, (i) for the sale, at retail or otherwise, of any goods or products, (j) by the United States Government, the City or State of New York, any Governmental Authority, any foreign government, the United Nations or any agency or department of any of the foregoing or any Person having sovereign or diplomatic immunity, (k) for the rendition of medical, dental or other therapeutic or diagnostic services, or (1) for the conduct of an auction.

Section 2.3 Landlord shall not be subject to any liability for failure to give possession of the Premises on the Commencement Date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, except that Fixed Rent and Additional Rent shall be abated until possession of the Premises shall be delivered to Tenant. The foregoing shall constitute an express negation of Section 223-a of the New York Real Property Law or any successor law or ordinance, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Lease which Tenant might otherwise have thereunder.

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ARTICLE 3. ALTERATIONS

Section 3.1 Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, provided that Tenant’s changing of wall coverings, carpeting or paint shall not be deemed to be Alterations requiring such consent. Landlord’s consent shall be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withhold or delay its consent to Alterations proposed to be made by Tenant, provided that such Alterations (a) are non-structural and do not adversely affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord, (c) do not affect any part of the Building other than the Premises, (d) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, and (e) do not reduce the value or utility of the Building.

Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Legal Requirements to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $50,000.00 to complete, furnish to Landlord such evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord. All Alterations shall be performed by Tenant at Tenant’s sole cost and expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Legal Requirements, and (C) in accordance with the plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of such Alterations. Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration.

(b) Landlord shall not unreasonably withhold, condition or delay its approval of the contractors proposed to be used by Tenant for Tenant’s Alterations, provided that in the case of the mechanical, electrical, plumbing and fire safety trades, Tenant shall select its contractors and sub-contractors from Landlord’s list of approved contractors. Attached hereto as Exhibit C is a list of contractors currently approved by Landlord for the performance of work in the Building, which list may be modified by Landlord from time to time.

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(c) Notwithstanding the foregoing provisions of this Article 3, Tenant shall be permitted to make minor, non-structural alterations to the Premises (“Minor Alterations”) upon prior notice to Landlord, but without the necessity of procuring Landlord’s consent thereto, provided that the estimated cost of each such Minor Alteration does not exceed $25,000.00 in any one instance. The provisions of subsections 3.2(a) and (b) shall be applicable to Minor Alterations. Prior to commencing any Minor Alteration, Tenant shall furnish Landlord with (i) working drawings or plans for such Minor Alteration in sufficient detail to permit Landlord to determine that such Alteration complies with the requirements hereof, and (ii) the names of the contractors proposed to be used by Tenant for such Minor Alteration.

(d) Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept) using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming convention as Landlord may accept) and magnetic computer media of such record drawings and specifications, translated into DXF format or another format acceptable to Landlord.

(e) Landlord agrees to respond to any written request for approval of plans and specifications for Alterations proposed to be made by Tenant within ten (10) Business Days after receipt by Landlord of complete and detailed architectural, structural, mechanical and engineering plans and specifications as required for such Alteration (collectively, “Tenant’s Plans”). In addition, Landlord agrees to respond to any resubmission of Tenant’s Plans within seven (7) Business Days after written resubmission, unless substantial revisions are required to Tenant’s Plans, in which event Landlord shall respond to Tenant within a reasonable time thereafter. In the event that Landlord disapproves all or any portion of Tenant’s Plans, Landlord shall notify Tenant of the grounds for such disapproval with reasonable specificity. If Landlord fails to approve or disapprove Tenant’s Plans on or before the end of the applicable review period set forth herein, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”), which shall specifically identify Tenant’s Plans to which such request relates, and set forth in bold capital letters the following statement: IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE ENTITLED TO COMMENCE CONSTRUCTION IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS PREVIOUSLY SUBMITTED TO LANDLORD AND TO WHICH LANDLORD HAS FAILED TO TIMELY RESPOND. In the event that Landlord fails to respond to a Second Request within five (5) Business Days after receipt by Landlord, Tenant’s Plans or revisions thereto for which the Second Request is submitted shall be deemed to be approved by Landlord, and Tenant shall be entitled to commence construction of the Alteration or portion thereof to which Tenant’s Plans relate, provided that Tenant’s Plans have been appropriately filed in accordance with applicable Legal Requirements, all permits and approvals required to be issued by any Governmental Authority shall have been duly issued, and Tenant shall otherwise have complied with all provisions of this Lease applicable to Alterations.

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Section 3.3 All Alterations in and to the Premises which may be made by or on behalf of Tenant, prior to and during the Term or any renewal thereof, shall become the property of Landlord upon the expiration or sooner termination of this Lease, and upon the Expiration Date or earlier termination of the Term or any renewal thereof (a) Tenant shall remove Tenant’s Property from the Premises, and (b) unless Landlord notifies Tenant no later than twenty (20) days prior to the Expiration Date that any or all items of Tenant’s Alterations shall not be removed from the Premises, Tenant shall remove Tenant’s Alterations from the Premises, at Tenant’s sole cost and expense. Tenant shall repair and restore in a good and workmanlike manner (reasonable wear and tear excepted) any damage to the Premises and the Building caused by such removal of Tenant’s Property and Tenant’s Alterations. Any of Tenant’s Alterations or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or be removed from the Premises by Landlord at Tenant’s expense. The covenants and agreements set forth in this Section 3.3 shall survive the expiration or earlier termination of this Lease.

Section 3.4 If, because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises, the Building or the Real Property, Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise, within thirty (30) days after the filing thereof, and Tenant shall indemnify, defend and save Landlord harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable attorneys’ fees and disbursements) resulting therefrom.

Section 3.5 Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if in Landlord’s sole judgment such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of other tenants or occupants of the Building.

ARTICLE 4. CONDITION OF THE PREMISES; LANDLORD’S WORK

Section 4.1 Tenant has examined the Premises and agrees to accept possession of the Premises in their “as is” condition on the Commencement Date, and further agrees that, except for the making of Landlord’s Contribution as expressly set forth in this Article 4, Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition, provided that if Tenant shall subsequently become aware of any latent defects existing in the Premises at the time such possession was so taken, which latent defects are the responsibility of Landlord to repair pursuant to Article 5 of this Lease (but excluding any latent defects in Tenant’s Alterations or arising from the negligence or misconduct of Tenant or any Tenant Party), Tenant shall give Landlord notice of any such latent defects promptly upon Tenant’s becoming aware thereof, and Landlord shall repair the same in accordance with the provisions of Article 5 of this Lease.

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Section 4.2 Landlord acknowledges that Tenant intends to perform certain Alterations in order to prepare the New Premises for its occupancy, which alterations shall include the installation of a sprinkler system or other fire suppression system satisfactory to Landlord and which complies with applicable Legal Requirements (the “Initial Alterations”). Notwithstanding anything set forth in this Article 4, Landlord agrees to make Landlord’s Contribution toward the cost of the Initial Alterations, subject to and in accordance with Article 29 of this Lease.

Section 4.3 Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability, in connection therewith.

ARTICLE 5. REPAIRS; FLOOR LOAD

Section 5.1 Landlord shall maintain and repair the Building Systems and the public portions of the Building, both exterior and interior, and the structural elements thereof, including the roof, foundation and curtain wall. Tenant, at Tenant’s expense, shall take good care of the Premises and the fixtures, systems, equipment and appurtenances therein, and make all non-structural repairs thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Articles 10 and 11 hereof. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, caused by or resulting from carelessness, omission, neglect or improper conduct of, or Alterations made by Tenant, Tenant’s agents, employees or licensees, shall be repaired at Tenant’s expense, (a) by Tenant to the satisfaction of Landlord (if the required repairs are non-structural and do not affect any Building System), or (b) by Landlord (if the required repairs are structural or affect any Building System). Tenant also shall repair all damage to the Building and the Premises caused by the making of any Alterations by Tenant or by the moving of Tenant’s Property. All of such repairs shall be of quality or class equal to the original work or construction. If Tenant fails after fifteen (15) days notice to proceed with due diligence to make repairs required to be made by Tenant, Landlord may make such repairs at the expense of Tenant, and Tenant shall pay the costs and expenses thereof incurred by Landlord, with interest at the Default Rate, as Additional Rent within ten (10) days after rendition of a bill or statement therefor.

Section 5.2 Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not move any safe, heavy equipment, business machines, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent. If such safe, equipment, freight, bulky matter or fixtures requires special handling, Tenant shall employ only persons holding a Master Rigger’s license to do such work.

Section 5.3 There shall be no allowance to Tenant for a diminution of rental value, no constructive eviction of Tenant and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord making, or failing to

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make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

Section 5.4 Tenant shall not require, permit, suffer or allow the cleaning of any window in the Premises from the outside in violation of Section 202 of the New York Labor Law or any successor statute thereto, or of any other Legal Requirement.

ARTICLE 6. REAL ESTATE TAXES AND LABOR RATE INCREASES

Section 6.1 The following terms shall have the meanings set forth below:

(a) “Taxes” shall include the aggregate amount of (i) all real estate taxes, assessments (special or otherwise), sewer and water rents, rates and charges and any other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property, and (ii) any expenses (including attorneys’ fees and disbursements and experts’ and other witness’ fees) incurred in contesting any of the foregoing or the Assessed Valuation (as defined in Section 6.1 (d)) of all or any part of the Real Property. If at any time after the date hereof the methods of taxation prevailing at the date hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, rents, rates, charges, levies or impositions now assessed, levied or imposed upon all or any part of the Real Property, there shall be assessed, levied or imposed (A) a tax, assessment, levy, imposition or charge based on the rents received therefrom whether or not wholly or partially as a capital levy or otherwise, (B) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed upon Landlord, (C) a license fee measured by the rents or (D) any other tax, assessment, levy, imposition, charges or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes. Taxes shall not include franchise, gift, inheritance, estate, sales, income or profit taxes imposed upon Landlord, any Lessor or any Mortgagee by any Governmental Authority.

(b) “Tenant’s Share” means [*] percent ([*]%).

(c) “Base Taxes” means an amount equal to the sum of (i) one-half (1/2) of the Taxes payable for the Tax Year commencing on July 1, 1997 and ending June 30, 1998, plus (ii) one-half (1/2) of the Taxes payable for the Tax Year commending on July 1, 1998 and ending June 30, 1999.

(d) “Assessed Valuation” means the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(e) “Tax Year” means the period July I through June 30 (or such other period as may be duly adopted by the City of New York as its fiscal year for real estate tax purposes).

(f) “Comparison Year” means (i) with respect to Taxes, any Tax Year commencing subsequent to the 1997/1998 Tax Year, and (ii) with respect to Labor Rates, any calendar year commencing subsequent to the Base Labor Year.

(g) “Landlord’s Statement” means an instrument or instruments containing a comparison of either (i) the Base Taxes and the Taxes payable for any Comparison Year, or (ii) the Base Labor Rates and the Labor Rates applicable to any Comparison Year.

(h) “Tenant’s Projected Share of Taxes” means Tenant’s Tax Payment (as defined in Section 6.1 (i)), if any, made by Tenant for the prior Comparison Year, plus an amount equal to Landlord’s estimate of the amount of increase in Tenant’s Tax Payment for the then current Comparison Year, divided by twelve (12) and payable monthly by Tenant to Landlord as Additional Rent.

(i) “Tenant’s Tax Payment” means Tenant’s Share of the excess of the Taxes payable for any Comparison Year over the Base Taxes.

Section 6.2 (a) If the Taxes payable for any Comparison Year (any part or all of which falls within the Term) shall exceed the Base Taxes, Tenant shall pay Tenant’s Tax Payment to Landlord, as Additional Rent, within ten (10) business days after demand from Landlord therefor, which demand shall be accompanied by Landlord’s Statement. Before or after the start of each Comparison Year, Landlord shall furnish to Tenant a Landlord’s Statement in respect of Taxes. If there shall be any increase in Taxes payable for any Comparison Year, whether during or after such Comparison Year or if there shall be any decrease in the Taxes payable for any Comparison Year during such Comparison Year, Landlord may furnish a revised Landlord’s Statement for such Comparison Year, and Tenant’s Tax Payment for such Comparison Year shall be adjusted and, within ten (10) business days after Tenant’s receipt of such revised Landlord’s Statement, Tenant shall (i) with respect to any increase in Taxes payable for such Comparison Year, pay such increase in Tenant’s Tax Payment to Landlord, or (ii) with respect to any decrease in Taxes payable for such Comparison Year, Landlord shall credit such decrease in Tenant’s Tax Payment against the next installment of Tenant’s Share of Taxes payable by Tenant pursuant to this Section 6.2(a), provided that if such decrease in Taxes is attributable to the final Comparison Year of the Term, Landlord shall pay the amount of such decrease in Tenant’s Tax Payment to Tenant. If, during the Term, Landlord shall elect to collect Tenant’s Tax Payments in full or in quarterly or bi-annual or other installments on any other date or dates than as presently required, then following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be correspondingly revised. The benefit of any discount for any early payment or prepayment of Taxes relating to all or any part of the Real Property shall accrue solely to the benefit of Landlord and Taxes shall be computed without subtracting such discount.

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(b) With respect to each Comparison Year, on account of which Landlord shall (or anticipates that it may) be entitled to receive Tenant’s Tax Payment, Tenant shall pay to Landlord, as Additional Rent for the then current Tax Year, Tenant’s Projected Share of Taxes. Upon each date that a Tax Payment or an installment on account thereof shall be due from Tenant pursuant to the terms of this Section 6.2, Landlord shall apply the aggregate of the installments of Tenant’s Projected Share of Taxes then on account with Landlord against Tenant’s Tax Payment or installment thereof then due from Tenant. In the event that such aggregate amount shall not be sufficient to discharge such Tax Payment or installment, Landlord shall so notify Tenant, and the amount of Tenant’s payment obligation with respect to such Tax Payment or installment pursuant to this Section 6.2, shall be equal to the amount of the insufficiency and shall be payable within ten (10) business days of demand by Landlord. If, however, such aggregate amount shall be greater than the Tax Payment or installment, Landlord shall credit the amount of such excess against the next payment of Tenant’s Projected Share of Taxes due hereunder.

(c) Only Landlord shall be eligible to institute Tax reduction or other proceedings to reduce the Assessed Valuation of the Real Property, and the filings of any such proceeding by Tenant without Landlord’s prior written consent shall constitute a default hereunder. If the Taxes payable for either the 1997/1998 Tax Year or the 1998/1999 Tax Year are reduced by final determination of legal proceedings, settlement or otherwise, then Base Taxes shall be correspondingly revised, the Additional Rent theretofore paid or payable on account of Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord, as Additional Rent within ten (10) business days after being billed therefor, any deficiency between the amount of such Additional Rent theretofore computed and paid by Tenant to Landlord and the amount thereof due as a result of such recomputations. If the Base Taxes are increased by such final determination of legal proceedings, settlement or otherwise, then, Landlord shall either pay to Tenant, or at Landlord’s election, credit against subsequent payments due under this Section 6.2, an amount equal to the excess of the amounts of such Additional Rent theretofore paid by Tenant over the amount thereof actually due as a result of such recomputations. If Landlord shall receive a refund or reduction of Taxes for any Comparison Year, Landlord shall, within a reasonable time after such refund is actually received or such credit is actually applied against Taxes then due and payable, either pay to Tenant, or, at Landlord’s election, credit against subsequent payments under this Section 6.2, an amount equal to Tenant’s Share of the refund or reduction, provided that such amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year. Nothing herein contained shall obligate Landlord to file any application or institute any proceeding seeking a reduction in Taxes or Assessed Valuation.

(d) Tenant’s Tax Payment shall be made as provided in this Section 6.2 regardless of the fact that Tenant may be exempt, in whole or in part, from the payment of any taxes by reason of Tenant’s diplomatic or other tax exempt status or for any other reason whatsoever.

(e) Tenant shall pay to Landlord, as Additional Rent upon demand, any occupancy tax or rent tax now in effect or hereafter enacted, if payable by Landlord in the first instance or hereafter required to be paid by Landlord.

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(f) If the Commencement Date or the Expiration Date shall occur on a date other than July 1 or June 30, respectively, any Additional Rent payable by Tenant to Landlord under this Section 6.2 for the Comparison Year in which such Commencement Date or Expiration Date shall occur, shall be apportioned in that percentage which the number of days in the period from the Commencement Date to June 30 or from July 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Section 6.2 shall be paid or adjusted within thirty (30) days after submission of Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.2 and the rights and obligations of Landlord and Tenant under the provisions of this Section 6.2 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

Section 6.3 The following terms shall have the meanings set forth below:

(a) “Comparison Year” shall mean any calendar year subsequent to the Base Labor Year.

(b) “R.A.B.” shall mean the Realty Advisory Board on Labor Relations, Incorporated, or its successor.

(c) “Local 32B-32J” shall mean Local 32B-32J of the Building Service Employees International Union, AFL-CIO, or its successor.

(d) “Class A Office Buildings” shall mean office buildings so categorized under any agreement between R.A.B. and Local 32B-32J, regardless of the designation given to such office buildings in any such agreement.

(e) “Labor Rates” shall mean a sum equal to the regular hourly wage rate required to be paid to Others (hereinafter defined) employed in Class A Office Buildings pursuant to an agreement between R.A.B. and Local 32B-32J; provided, however, that:

(i) if, as of October 1st of any Comparison Year, any such agreement shall require Others in Class A Office Buildings to be regularly employed on days or during hours when overtime or other premium pay rates are in effect pursuant to such agreement, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the average hourly wage rate for the hours in a calendar week during which Others are required to be regularly employed;

(ii) if no such agreement is in effect as of October 1st of any Comparison Year with respect to Others, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the regular hourly wage rate actually paid to Others employed in the Building by Landlord or by an independent contractor engaged by Landlord; and

(iii) the term “regular hourly wage rate” in all events shall exclude all benefits of any kind, including those payable directly to taxing authorities or others on account of the employment and all welfare, pension and fringe employee benefits and payments of any kind paid or given pursuant to such agreement.

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(f) “Others” shall mean that classification of employee engaged in the general maintenance and operation of Class A Office Buildings most nearly comparable to the classification now-applicable to “others” in the current agreement between R.A.B. and Local 32B-32J.

(g) “Base Labor Year” shall mean the calendar year 1998.

(h) “Base Labor Rates” shall mean the Labor Rates in effect for the Base Labor Year.

(i) “Tenant’s Labor Rate Payment” is defined in Section 6.4(a).

Section 6.4 (a) If the Labor Rates in effect for any Comparison Year (any part or all of which falls within the Term) shall be greater than the Base Labor Rates, then Tenant shall pay, as Additional Rent for such Comparison Year and continuing thereafter until a new Landlord’s Statement is rendered to Tenant, an amount (“Tenant’s Labor Rate Payment”) equal to (i) 24,904 multiplied by, (ii) the number of cents (inclusive of any fractions of a cent) by which the Labor Rates in effect for such Comparison Year exceed the Base Labor Rates.

(b) At any time prior to, during or after any Comparison Year Landlord shall render to Tenant a Landlord’s Statement showing (i) a comparison of the Labor Rates for the Comparison Year with the Base Labor Rates, and (ii) the amount of Tenant’s Labor Rate Payment resulting from such comparison. Landlord’s failure to render a Landlord’s Statement during or with respect to any Comparison Year shall not prejudice Landlord’s right to render a Landlord’s Statement during or with respect to any subsequent Comparison Year and shall not eliminate or reduce Tenant’s obligation to pay Tenant’s Labor Rate Payment pursuant to this Article 6 for such Comparison Year.

(c) Tenant’s Labor Rate Payment shall be payable by Tenant on the first day of the month following the furnishing to Tenant of a Landlord’s Statement, in equal monthly installments, each such installment to be equal to 1/12th of Tenant’s Labor Rate Payment for such Comparison Year multiplied by the number of months (and any fraction thereof) of the Term then elapsed since the commencement of such Comparison Year, continuing monthly thereafter until rendition of the next succeeding Landlord’s Statement.

(d) The provisions of this Section 6.4 shall be effective irrespective of whether or not (i) the Building is classified as a Class A office building from time to time, or (ii) any Building employees are members of Local 32B-32J. Tenant acknowledges and agrees that the computation of Labor Rates hereunder is intended to serve solely as a formula for an agreed rental adjustment, rather than an actual operating expense calculation, and is not intended to reflect the actual cost to Landlord of wages at the Building or any increases or decreases in such cost.

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Section 6.5 (a) If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, any Additional Rent under this Article 6 for the Comparison Year in which such Commencement Date or Expiration Date shall occur shall be apportioned in that percentage which the number of days in the period from the Commencement Date to December 31 or from January 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Article shall be paid or adjusted within thirty (30) days after submission of a Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.5 and the rights and obligations of Landlord and Tenant under the provisions of this Article 6 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

(b) The computations of Additional Rent under this Article 6 are intended to constitute a formula for an agreed rental adjustment and may or may not constitute an actual reimbursement to Landlord for costs and expenses paid by Landlord with respect to the Building.

Section 6.6 Landlord’s failure to render a Landlord’s Statement with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent Comparison Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that Comparison Year. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Taxes or Labor Rates during any Comparison Year or any time thereafter.

Section 6.7 If any capital improvement is made to the Real Property during any calendar year during the Term in compliance with any Legal Requirements, then Tenant shall pay to Landlord, immediately upon demand therefor, Tenant’s Proportionate Share of the reasonable annual amortization, with interest, of the cost of such improvement in each calendar year during the Term during which such amortization occurs.

ARTICLE 7. LEGAL REQUIREMENTS

Section 7.1 (a) Tenant, at its sole expense, shall comply with all Legal Requirements applicable to the Premises or the use and occupancy thereof by Tenant, and make all repairs or Alterations required thereby, whether structural or nonstructural, ordinary or extraordinary, unless otherwise expressly provided herein; provided, however, that Tenant shall not be obligated to comply with any Requirement requiring any structural alteration to the Premises unless the application of such Requirement arises from (i) Tenant’s manner of use or occupancy of the Premises (as distinguished from the use or occupancy of the Premises for office purposes generally), (ii) any cause or condition created by or on behalf of any Tenant Party (including any Alterations), (iii) the breach of any of Tenant’s obligations under this Lease, (iv) any Hazardous Materials having been brought into the Building by any Tenant Party, or (v) the enforcement, by any Governmental Authority or as a consequence of private action, of the Americans With Disabilities Act, 42 U.S.C. §12101 (et seq.) or New York City Local Law 58 of 1987. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with Landlord’s insurance policies, and shall not do or permit anything to be done in or upon the Premises, or use the Premises in a manner, or bring or keep anything therein, which shall increase the rates for casualty or liability insurance applicable to the Building. If, as a result of any act or omission by Tenant or by reason of Tenant’s failure to

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comply with the provisions of this Article, the insurance rates for the Building shall be increased, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as Additional Rent hereunder, for that part of all insurance premiums thereafter paid by Landlord which shall have been charged because of such act, omission or failure by Tenant, and shall make such reimbursement upon demand by Landlord.

(b) Landlord shall comply with (i) all Legal Requirements applicable to the Premises which Tenant is not obligated to comply with pursuant to Section 7.1 (a), and (ii) all Legal Requirements applicable to the Building (exclusive of the Premises) which if not complied with will materially and adversely (A) restrict Tenant’s use and occupancy of the Premises, (B) restrict Tenant’s access to the Premises, or (C) affect the provision of Building services to the Premises, in each case subject to Landlord’s right to contest the applicability or legality of such Legal Requirements.

Section 7.2 Tenant, at its expense, shall comply with all Environmental Laws and with any directive of any Governmental Authority which shall impose any violation, order or duty upon Landlord or Tenant under any Environmental Laws with respect to the Premises or the use or occupation thereof. Tenant’s obligations hereunder with respect to Hazardous Materials and Environmental Laws shall extend only to those matters directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim (defined below) relating in any way to Tenant’s manner of operation or use of the Premises or the Building.

Section 7.3 Tenant shall provide Landlord with copies of all communications and related materials regarding the Premises which Tenant shall receive from or send to (a) any Governmental Authority relating in any way to any Environmental Laws, or (b) any Person, with respect to any claim based upon any Environmental Laws or relating in any way to Hazardous Materials (any such claim, an “Environmental Claim”) Landlord or its agents may perform an environmental inspection of the Premises at any time during the Term, upon prior notice to Tenant except in an emergency.

ARTICLE 8. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination.

Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such

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Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively.

Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not:

(a) be liable for any previous act or omission of Landlord under this Lease;

(b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or

(c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor.

Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of the Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.5 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

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ARTICLE 9. SERVICES

Section 9.1 Landlord shall provide, at Landlord’s expense, except as otherwise set forth herein, the following services:

Section 9.2 Electricity. (a) Landlord, at Landlord’s expense, subject to the provisions of this Article 9, shall furnish alternating current electrical energy to Tenant (i) for use in the Existing Premises at the levels provided under the Existing Leases, and (ii) for use in the New Premises at a level of not less than 1200 amperes, 480 volts, 3-phase, 4-wire, dedicated to Tenant. Tenant shall pay Landlord a one-time fee for the installation of such electrical capacity of $125.00 per ampere for each ampere provided to the New Premises above an amount equal to twelve (12) watts per Rentable Square Foot of space in the New Premises. Tenant covenants that Tenant’s use and consumption of electric current in the Premises shall not at any lime exceed the foregoing amount, nor exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises. Tenant shall pay Landlord, as Additional Rent, at any time and from time to time, but no more frequently than monthly, for its consumption of electrical energy at the Premises, as provided herein.

(b) In the event that Tenant’s total power requirements at the New Premises, based on an annual review of Tenant’s consumption following the second (2nd) anniversary of the Commencement Date, shall be less than the 1200 ampere, 480 volt service described above, Tenant shall pay to Landlord an annual sum equal to the fee, if any, which Landlord is obligated to pay to the Electricity Provider (as hereinafter defined), commonly known as a “use it or lose it” fee, for the availability of such capacity, presently payable by Landlord to the Electricity Provider at the rate of $[*] per unused ampere per annum. Further, if as of the third (3rd) anniversary of the Commencement Date, Tenant shall continue to require less than the 1200 ampere, 480 volt service described above in the New Premises, then Landlord shall have the right to reduce the level of electric power supplied to the New Premises to Tenant’s actual power requirements.

(c) The calculations and determinations of the charges for electric energy consumed by Tenant shall be based on the readings of one or more submeters to be installed by Landlord at Tenant’s sole expense, applied to Landlord’s Electricity Cost, as defined in Section 9.2(d). Tenant shall pay for electricity consumed as determined thereunder as measured and calculated from time to time by such submeter or submeters, such payment to be equal to the amount Tenant would pay for such consumption of electricity if it purchased that amount of electricity from the public utility servicing the Building under the rate structure and/or classification as set forth in this Section 9.2(c) pursuant to which Landlord would purchase that quantity of electricity for the entire Building, plus Landlord’s charge for overhead and supervision, which charge shall not exceed five percent (5%) of such payment by Tenant. In addition, Tenant shall pay to Landlord, as Additional Rent (i) the fees and expenses of Landlord’s electrical contractor for services rendered by such contractor in the maintenance and repair of such submeter(s), and (if) the amount of any taxes imposed by any Governmental Authority on Landlord’s receipts from the sale of electricity to Tenant. In the event that more than one submeter is used to measure Tenant’s consumption of electricity in the Premises, Tenant shall be billed only on the basis of the “totalized” demand, i.e., as though a single meter were measuring such usage.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(d) “Landlord’s Electricity Cost” means the cost per kilowatt hour and cost per kilowatt demand, adjusted by time of day factors, fuel adjustment charges and other applicable rate adjustments, to Landlord for the purchase of electricity from the public utility or other electricity provider furnishing electricity service to the Building from time to time (the “Electricity Provider”), including sales and other taxes imposed by any Governmental Authority on Landlord’s purchase of electricity. If at any time during the Term the cost elements comprising Landlord’s Electricity Cost shall be increased by the Electricity Provider, or Landlord’s Electricity Cost shall be increased for any other reason, then effective as of the date of such increase, Tenant’s payment for submetered electricity under this Section 9.2 shall be proportionately increased. Landlord reserves the right to contract with different Electricity Providers from time to time in its sole judgment, and without reference to whether any Electricity Provider selected by Landlord provides lower rates than any other electricity supplier. Currently, Landlord’s Electricity Cost is based upon Consolidated Edison Company’s Service Classification rate schedule S.C. #4 Rate 1 as in effect on the Commencement Date.

(e) During the period beginning on the Commencement Date and ending on the date upon which the submeters to be installed by Landlord in the New Premises become operational, Tenant shall pay to Landlord a fixed fee for electric energy supplied to the New Premises of (i) during the period prior to the date upon which Tenant first occupies all or any portion of the New Premises for the conduct of its business, an amount per annum equal to [*] and [*]/100 Dollar ($[*]) multiplied by the Premises Area of the New Premises, in equal monthly installments on the first (1st) day of each month during such period, and (ii) from and after the date upon which Tenant first occupies all or any portion of the New Premises for the conduct of its business, an amount per annum equal to [*] and [*]/100 Dollars ($[*]) multiplied by the Premises Area of the New Premises, in equal monthly installments on the first (1st) day of each month during such sentence, through the date upon which such submeters become operational.

(f) Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises and Tenant shall, upon the submission by Landlord to Tenant of written notice, promptly cease the use of any of Tenant’s electrical equipment which Landlord believes will cause Tenant to exceed such capacity. Any additional feeders, risers, electrical facilities and other such installations required for electric service to the Premises will be supplied by Landlord, at Tenant’s expense, upon Landlord’s prior consent in each instance, provided that, in Landlord’s judgment, such additional electrical facilities and installations, feeders or risers are necessary and are permissible under Legal Requirements (including the New York State Energy Conservation Construction Code) and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with, or disturb, other tenants or occupants of the Building. In addition, Landlord shall have no obligation to consent to such additional feeders, risers, electrical facilities and installations if in Landlord’s judgment, the same would give Tenant a disproportionate amount of the electrical current supplied to the Building at the expense of, or in derogation of the needs of other tenants or occupants of the Building.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(g) Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur as a result of the unavailability of or interruption in the supply of electric current to the Premises or a change in the quantity or character or nature of such current and such change, interruption or unavailability shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent (except that Tenant’s liability to pay Landlord for electricity under this Section 9.2 shall cease as of the date of such disturbance), or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

(h) Landlord reserves the right to discontinue furnishing electricity to Tenant in the Premises on not less than one hundred twenty (120) days’ notice to Tenant. If Landlord exercises such right to discontinue, or is compelled to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant, and Tenant shall have no further obligation to pay Landlord for electricity supplied to the Premises. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall arrange to obtain electricity directly from the Electricity Provider. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All meters and all additional panel boards, feeders, risers, wiring and other equipment which may be required by Tenant to obtain electricity directly from the public utility shall be installed by Landlord, at Tenant’s sole cost and expense, provided that Tenant may continue to use all existing electrical equipment then serving the Premises, to the extent available, suitable and safe for such purposes.

(i) If submetering of electricity in the Building is hereafter prohibited by any Legal Requirement, or by any order or ruling of the Public Service Commission of the State of New York, then Tenant shall apply, within ten (10) days of Tenant’s receiving notice thereof, to the Electricity Provider in order to obtain direct electric service, and Tenant shall bear all costs and expenses, as set forth in Section 9.2(h), necessary to comply with all rules and regulations of the Electricity Provider pertinent thereto, and from and after the date upon which Tenant procures direct electric service, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Section 9.2. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises, including Building feeders and risers, to the extent that the same are suitable and safe for such purposes.

Section 9.3 Heat. (a) Provided that no Event of Default shall have occurred and be continuing, Landlord shall provide heat to the Premises on Business Days from 8:00 A.M. to 6:00 P.M., when required in Landlord’s judgment for the comfortable use and occupancy of the Premises, through use of the Building standard heating system (the “Building Heating System”).

(b) Anything in this Section 9.3 to the contrary notwithstanding, Landlord shall not be responsible if the normal operation of the Building Heating System shall fail to provide heat at reasonable temperatures. Tenant at all times shall cooperate fully with Landlord and shall abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building Heating System.

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(c) Landlord shall not be required to furnish heat during periods other than the hours and days set forth in this Section 9.3 for the furnishing and distributing of such services (“Overtime Periods”), unless Landlord has received advance notice from Tenant requesting such service not less than twenty-four (24) hours prior to the time when such service shall be required. Accordingly, if Landlord shall furnish heat to the Premises at the request of Tenant during Overtime Periods, Tenant shall pay Landlord, as Additional Rent within ten (10) days after demand, for such services at the standard rate then fixed by Landlord for the Building, which rate as of the date of this Lease is $250.00 per hour, subject to increase during the Term due to increases in Landlord’s costs. Failure by Landlord to furnish or distribute heat or any other services during Overtime Periods shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent or Additional Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business or otherwise.

(d) Landlord shall have no obligation to provide air-conditioning or ventilation services to the Premises, Landlord agrees that if Tenant desires to install a supplemental air-conditioning system, as part of the Initial Alterations or otherwise, and if Landlord shall approve such an Alteration pursuant to Article 3 hereof, then Tenant may install an air-cooled package air-conditioning unit, having a capacity not to exceed 1,800,000 BTUs, at a location to be designated by Landlord (“Tenant’s HVAC System”). Upon the expiration or sooner termination of the Term of this Lease, at Landlord’s request, Tenant shall remove Tenant’s HVAC System and restore any damage to the Building and the Premises resulting from such removal.

Section 9.4 Elevators. Landlord shall provide passenger elevator service to the Premises on Business Days from 8:00 A.M. to 6:00 P.M. and freight elevator facilities on a non-exclusive basis, on Business Days from 8:00 A.M. to 4:45 P.M., and shall have one passenger elevator available at all other times. Such elevator service shall be subject to such rules and regulations as Landlord may promulgate from time to time with respect thereto. Landlord shall have the right to change the operation or manner of operation of any of the elevators in the Building and/or to discontinue, temporarily or permanently, the use of any one or more cars in any of the passenger, freight or truck elevator banks.

Section 9.5 Cleaning. Tenant shall, at Tenant’s sole cost, provide cleaning services at the Premises pursuant to reasonable rules and regulations established by Landlord from time to time, and use a cleaning contractor approved by Landlord. Tenant shall cause all refuse and rubbish removed from the Premises by Tenant’s contractor to be brought to an area of the Building designated from time to time by Landlord, and Landlord shall cause such refuse and rubbish to be removed from such designated area. Tenant shall reimburse Landlord, as Additional Rent, within twenty (20) days of delivery of Landlord’s statement therefor, for Landlord’s out-of-pocket costs in removing Tenant’s refuse and rubbish from the Building.

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Section 9.6 Emergency Generator.

(a) Landlord shall provide 800 amperes of emergency electric power service “EPS”) to Tenant for use in the Premises from the Building emergency electric generator (the “Generator”) as provided in this Section 9.6. Landlord shall install, within sixty (60) days after the complete execution and delivery of this Lease by Landlord and Tenant, at Tenant’s sole cost and expense (i) an automatic transfer switch (the “Transfer Switch”), in the Premises at a location to be designated by Landlord, sufficient to supply a total connected load of up to 800 amperes of EPS at 460 volts to the Premises, and (ii) a connection from the Generator to the Transfer Switch. Tenant shall pay to Landlord the actual out-of-pocket costs incurred by Landlord for the installation of the Transfer Switch and the connection from the Generator to the Transfer Switch.

(b) Tenant shall pay to Landlord an annual fee (the “EPS fee”) for the period commencing on the date on which Landlord makes EPS available to the Premises through the Expiration Date of this Lease, irrespective of whether or not emergency power is ever required or used by Tenant, in the amount of $100.00 per ampere per year, subject to increase pursuant to Section 9.6(c) below. The EPS Fee shall be payable by Tenant to Landlord as Additional Rent in advance in equal monthly installments on the first day of each month during the Term. Tenant shall be responsible for the payment of any occupancy tax, or any other tax (other than Landlord’s income tax) imposed upon the Additional Rent paid by Tenant pursuant to this Section 9.6.

(c) For purposes of this Lease, (i) the term “CPI” means the Consumer Price Index for All Urban Consumers, New York, N.Y. - Northeastern, N.J., 1982-84=100; provided, however, that if the CPI or any successor index shall cease to be published, Landlord shall substitute therefor such other comparable index as Landlord shall reasonably determine, and (ii) the term “CPI Fraction” means, as of each January 1st during the Term (an “Adjustment Date”), a fraction (A) the numerator of which is the sum of (I) the CPI in effect on the immediately previous Adjustment Date (the “Base Index”) plus (2) the amount by which the CPI in effect on the Adjustment Date exceeds the Base Index, and (B) the denominator of which is the Base Index. If, as of each Adjustment Date, the CPI then in effect is greater than the Base Index, then the EPS Fee shall be increased as of such Adjustment Date to an amount equal to the product of (I) the EPS Fee then in effect for the immediately previous calendar year, multiplied by (II) the CPI Fraction. In no event shall the EPS Fee ever be reduced pursuant to this Section 9.6(c).

(d) Tenant understands and agrees that EPS will be supplied to Tenant only if there is an interruption or failure in the supply of electric current to the Premises, and under no other circumstances.

(e) The privilege of using the EPS service described in this Section 9.6 cannot be transferred or assigned by Tenant except with the express written consent of Landlord, which may be withheld in Landlord’s sole discretion, and under no circumstances can this privilege be transferred or assigned to any party who is not a tenant under this Lease; provided, however, that nothing set forth herein shall restrict Tenant from providing emergency electric power service to telecommunications equipment located in the Premises pursuant to colocation agreements.

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(f) Landlord shall have the right, in Landlord’s sole discretion, at any time and from time to time during the term of this Lease, upon not less than thirty (30) days prior written notice to Tenant, to relocate the Generator to another area of the Building, and/or to substitute another Building generator in lieu of the Generator, provided that there shall be no interruption in the availability of EPS to Tenant at the level provided in Section 9.6(a). Tenant shall cooperate with Landlord to effectuate any such relocation or substitution of the Generator. All costs involved in such relocation or substitution shall be borne by Landlord.

(g) Tenant acknowledges that the Generator (and any replacement or substitute therefor), the Transfer Switch, and all connections thereto, are and shall remain the sole property of Landlord and may not be removed by Tenant.

(h) Upon and subject to the provisions of this Lease, Landlord shall maintain and repair the Generator. Landlord shall maintain all service contracts and take such other actions as may be necessary to keep the Generator in good working order. Landlord shall not be liable in any way to Tenant for any delay, interruption, failure, variation or defect in or with regard to the Generator and/or EPS, and in no event shall Landlord be liable to Tenant for special, indirect or consequential damages which may result from any such delay, interruption, failure, variation or defect.

Section 9.7 Water. Landlord shall furnish hot and cold water in such quantities as Landlord deems sufficient for ordinary drinking, lavatory and cleaning purposes to the Premises. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory, cleaning and drinking purposes, Landlord may install a hot water meter and a cold water meter and thereby measure Tenant’s consumption of water for all purposes. Tenant shall (a) pay to Landlord the cost of any such meters and their installation, (b) at Tenant’s sole cost and expense, keep any such meters and any such installation equipment in good working order and repair, and (c) pay to Landlord, as Additional Rent, as and when billed therefor for water consumed, together with a charge for any required pumping or heating thereof, all sewer rents, charges or any other taxes, rents, levies or charges which now or hereafter are assessed, imposed or shall become a lien upon the Premises or the Real Property pursuant to law, order or regulation made or issued in connection with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system, and in default in making such payment Landlord may pay such charges and collect the same from Tenant.

Section 9.8 Rubbish and Removal. Tenant shall, at Tenant’s sole cost, provide refuse and rubbish removal service at the Premises at times, and pursuant to regulations, established by Landlord from time to time.

Section 9.9 Antenna System.

(a) Tenant has installed and currently operates two (2) parapet-mounted ten (10)-foot antenna masts on the roof of the Building, together with a conduit riser connecting the Existing Premises to such antennas (collectively, the “Existing Antenna System”). Tenant shall not be required to pay a license fee to Landlord for the Existing Antenna System.

(b) Subject to the provisions of this Section 9.9, Tenant may install, operate and use, solely for communication services in connection with the operation of Tenant’s business, up to four (4) parapet-mounted ten (10)-foot antenna masts (collectively, the “New Antenna System”; together with the Existing Antenna System, collectively, the “Antenna

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System”) on the roof of the Building, and, subject to the rights of other tenants in the Building, Landlord will grant to Tenant, for Tenant’s own use and not for resale purposes, a non-exclusive license of sufficient space on the roof of the Building for the New Antenna System, at a location designated by Landlord and reasonably satisfactory to Tenant.

(c) The installation of the New Antenna System shall constitute an Alteration and shall be performed at Tenant’s sole cost and expense (including any costs and expenses in connection with reinforcing the roof of the Building, if required) in accordance with and subject to the provisions of Article 3 of this Lease. Tenant shall pay a license fee to Landlord for the New Antenna System, as Additional Rent, in advance on the first day of each month during the Term, to the amount of [*] and [*]/100 Dollars ($[*]) per month for each antenna mast, from the date of installation of the New Antenna System through and including the date of removal of the New Antenna System and restoration of the roof to its condition prior to the installation of the New Antenna System. All of the provisions of this Lease shall apply to the installation, use and maintenance of the Antenna System, including all provisions relating to compliance with Legal Requirements, insurance, indemnity, repairs and maintenance. The license granted to Tenant under this Section 9.9 shall not be assignable by Tenant separately from this Lease. The Antenna System shall be treated for all purposes of this Lease as Tenant’s Property.

(d) Landlord retains the right to use the portion of the roof on which the Antenna System is located for any purpose whatsoever, provided that Landlord shall not interfere with the use of the Antenna System so as to cause the transmission or reception of communication signals to be materially interrupted or impaired. Tenant shall use the Antenna System so as not to cause any interference to Landlord’s use of the roof, including the use by Landlord or other tenants or occupants of the Building of data transmission equipment or other equipment thereon, or damage to or interference with the operation of the Building or the Building Systems. If the Antenna System interferes with or disturbs the reception or transmission or communication signals by or from any antennas, satellite dishes or similar equipment installed by Landlord or any other tenant in the Building prior to the installation of the Antenna System, or interferes with the operation of the Building or the Building Systems, then Tenant, at its sole cost and expense, shall relocate the Antenna System to another area on the roof designated by Landlord. If such interference or disturbance continues despite such relocation, or if Landlord shall determine that the operation of the Antenna System (i) may cause a health hazard or danger to property, or (ii) may not be in accordance with governmental or quasi- governmental standards for non-ionizing radiation for occupational or general public health levels, then Tenant, at its sole cost and expense, shall promptly remove the Antenna System from the roof of the Building and restore the roof to its condition prior to the installation of the Antenna System. If Tenant fails to so relocate or remove the Antenna System, Landlord may do so, and Tenant shall promptly reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(e) If Tenant fails to comply with any of the conditions set forth in this Section 9.9 then, at Landlord’s option and without limiting the rights and remedies Landlord may otherwise have under the Lease, upon notice from Landlord, shall immediately discontinue its use of the Antenna System, and either (i) remove the Antenna System, or (ii) reposition the Antenna System to a location designated by Landlord, all at Tenant’s sole cost and expense. Notwithstanding the foregoing, Landlord may at its option, at any time during the Term after reasonable prior notice to Tenant (except in the event of an emergency) relocate the Antenna System to another area on the roof designated by Landlord, provided that such relocation of the Antenna System does not cause the transmission or reception of communication signals to be materially interrupted or impaired other than temporarily, and except as set forth in Section 9.9(c) with respect to interference or disturbance with the reception or transmission of communication signals to or from existing antennas, satellite dishes or similar equipment, such relocation is performed at Landlord’s sole cost and expense.

(f) Landlord shall not have any obligations with respect to the Antenna System or compliance with any Legal Requirements (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto, nor shall Landlord be responsible for any damage that may be caused to Tenant or the Antenna System by any other tenant or occupant of the Building. Landlord makes no representation that the Antenna System will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefor.

(g) Tenant shall (i) be solely responsible for any damage or liability arising from the installation, operation, repair and replacement of the Antenna System, (ii) promptly pay any tax, license permit or other fees or charges imposed pursuant to any Legal Requirements relating to the Antenna System, (iii) promptly comply with all precautions and safeguards recommended by Landlord’s insurance company and all Governmental Authorities, and (iv) perform all necessary repairs or replacements to and maintenance of the Antenna System. If Tenant fails after notice from Landlord to comply with Tenant’s obligations under this Section 9.9(f) Landlord may, at Landlord’s option, elect to perform such obligations, and Tenant shall promptly reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith.

(h) The privileges granted Tenant under this Section 9.9 merely constitute a license and shall not, now or at any time after the installation of the Antenna System, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof, including the Building’s roof. The license granted to Tenant in this Section 9.9 shall automatically terminate and expire upon the expiration or earlier termination of the Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination. Notwithstanding the foregoing, upon request by Landlord, Tenant, at Tenant’s sole cost and expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document required by Landlord confirming the termination of Tenant’s right to use the roof of the Building.

Section 9.10 No Warranty of Landlord. Landlord does not warrant that any of the services to be provided by Landlord to Tenant hereunder, or any other services which Landlord may supply (a) will be adequate for Tenant’s particular purposes or as to any other particular need of Tenant or (b) will be free from interruption, and Tenant acknowledges that any one or more such services may be interrupted or suspended by reason of Unavoidable Delays. In

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addition, Landlord reserves the right to stop, interrupt or reduce service of the Building Systems by reason of Unavoidable Delays, or for repairs, additions, alterations, replacements, decorations or improvements which are, in the judgment of Landlord, necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Any such interruption or discontinuance of service, or the exercise of such right by Landlord to suspend or interrupt such service shall not (i) constitute an actual or constructive eviction, or disturbance of Tenant’s use and possession of the Premises, in whole or in part, (ii) entitle Tenant to any compensation or to any abatement or diminution of Fixed Rent or Additional Rent, (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any responsibility or liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions, replacements, decorations or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at “overtime” or other premium pay rates or to incur any other “overtime” costs or additional expenses whatsoever. Landlord shall not be required to furnish any services except as expressly provided in this Article 9.

ARTICLE 10. INSURANCE

Section 10.1 Tenant, at its expense, shall obtain and keep in full force and effect a policy of commercial general liability insurance under which Tenant is named as the insured and Landlord, Landlord’s managing agent for the Building, and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) are named as additional insureds, which insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent or any Lessors or Mortgagees named as additional insureds. Tenant’s primary commercial general liability policy shall contain a provision that the policy shall be noncancellable unless twenty (20) days’ written notice shall have been given to Landlord and Landlord shall similarly receive twenty (20) days’ notice of any material change hi coverage. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $5,000,000 per location general aggregate limit; provided, however, that Landlord shall retain the right to require Tenant to increase said coverage to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by prudent landlords of comparable buildings in the City of New York, and provided further that Landlord shall require similar increases of other tenants of space in the Building comparable to the Premises, to the extent Landlord shall then have the right to do so under applicable leases. Tenant shall also obtain and keep in full force and effect during the Term, (a) insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “all risk” insurance policies with extended coverage, to Tenant’s Property and Tenant’s Alterations for the full insurable value thereof or on a replacement cost basis; (b) Workers’ Compensation Insurance, as required by law; (c) New York Disability Benefits Law Policy; and (d) such other insurance in such amounts as Landlord, any Mortgagee or Lessor may reasonably require from time to time. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a Best’s Rating” of “A-” and a “Financial Size Category” of at least “XI” or if such ratings are not then in effect, the equivalent thereof.

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Section 10.2 (a) The parties hereto hereby waive any and all rights of recovery against the other, or against the officers, employees, partners, agents and representatives of the other, for loss of or damage to the property of the waiving party to the extent such loss or damage is insured against under any insurance policy carried by Landlord or Tenant hereunder. In addition, the parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive Subrogation or consent to a waiver of right of recovery and subject to obtaining such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, hereby agree not to make any claim, against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation or consent to waiver provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation or consent to waiver provision. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Alterations (if any) or Tenant’s Property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

(b) As to each party hereto, provided such party’s right of full recovery under the applicable insurance policy is not adversely affected, such party hereby releases the other (its servants, agents, contractors, employees and invitees) with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damages or destruction of the type covered by such insurance with respect to its property by fire or other casualty i.e. in the case of Landlord, as to the Building, and, in the case of Tenant, as to Tenant’s Property and Tenant’s Alterations (including rental value or business interruption, as the case may be) occurring during the Term of this Lease.

Section 10.3 On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Article 10, including evidence of waivers of subrogation required pursuant to Section 10.2. Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

ARTICLE 11. DESTRUCTION OF THE PREMISES: PROPERTY LOSS OR DAMAGE

Section 11.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, Tenant shall give prompt notice thereof to Landlord, and the damage shall be repaired by and at the expense of Landlord to substantially the condition prior to the damage, including Tenant’s Alterations, but excluding Tenant’s Properly. Until such repairs shall be substantially completed, Fixed Rent and Additional Rent shall, so long as Tenant shall not be in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.1, be reduced in the proportion which the area of the part of the Premises

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which is neither usable nor used by Tenant bears to the total area of the Premises. Tenant shall pay to Landlord all proceeds of insurance policies covering Tenant’s Alterations, and such proceeds shall be used by Landlord in the repair of Tenant’s Alterations. Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Property.

(b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant’s Alterations (or the payment by the Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord’s obligation to commence those repairs to Tenant’s Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant’s Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Alterations, as estimated by a reputable independent contractor designated by Landlord, exceeds the available insurance proceeds therefor. The amounts due in accordance with the preceding sentence constitute Additional Rent under this Lease and shall be payable by Tenant to Landlord upon demand.

Section 11.2 (a) Anything contained in Section 11.1 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then in any of such events, Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 11.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

(b) If this Lease is terminated pursuant to the provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant’s Alterations as provided in Section 11.1(a) hereof. Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant with respect to any of Tenant’s Alterations. The balance of such proceeds, if any, shall be paid to Tenant.

Section 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall elect to restore the Premises, Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be twelve (12) months following the date of such damage or destruction, Tenant shall have the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction.

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Notwithstanding anything set forth to the contrary in this Article 11, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein.

Section 11.4 This Article 11 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

ARTICLE 12. EMINENT DOMAIN

Section 12.1 If (a) all of the floor area of the Premises, or so much thereof as shall render the Premises wholly untenantable, shall be acquired or condemned for any public or quasi-public use or purpose, or (b) a portion of the Real Property, not including the Premises, shall be so acquired or condemned, but by reason of such acquisition or condemnation, Tenant no longer has means of access to the Premises, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if that date were the Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Article 12, Fixed Rent and Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 12.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations, and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 12.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking and for any moving expenses, provided such award shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award made by it to Landlord.

Section 12.3 If only a part of the Real Property shall be so acquired or condemned then, subject to Section 12.1, this Lease and the Term shall continue in force and effect. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned so as to constitute tenantable Premises. From and after the date of the vesting of title, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation.

ARTICLE 13. ASSIGNMENT AND SUBLETTING

Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the

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prior written consent of Landlord in each instance. If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void.

Section 13.2 If Tenant shall, at any time or from time to time, during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, which Tenant’s Notice shall set forth: (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive under such assignment, (b) with respect to a sublet of all or a part of the Premises (i) the dates upon which Tenant desires the sublease term to commence and expire, (ii) the rental rate and other material business terms upon which Tenant would sublet such premises, and (iii) a description of the Premises showing the portion to be sublet, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of such notice, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, (e) a true and complete copy of the proposed assignment or sublease and any other agreements relating thereto, and (f) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other Persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (I) sublease such space (the “Leaseback Space”) from Tenant upon the terms and conditions set forth in Section 13.4, or terminate the Lease with respect to only the Leaseback Space, or (II) if the proposed transaction is (1) an assignment of this Lease or (2) a subletting of fifty percent (50%) or more of the rentable area of the Premises, terminate this Lease. Said options may be exercised by Landlord by notice given to Tenant at any time within thirty (30) days after Tenant’s Notice has been given by Tenant to Landlord, and during such thirty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other than Landlord.

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Section 13.3 If Landlord exercises its option to terminate this Lease with respect to all or a portion of the Premises pursuant to Section 13.2 hereof, then this Lease shall end and expire on the date that such assignment or sublease was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent due hereunder shall be paid and apportioned to such date. In such event, Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Following such termination, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant

Section 13.4 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the product of (i) the lesser of (A) the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease, or (B) the rental rate per rentable square foot of rent and additional rent set forth in Tenant’s Notice, multiplied by (ii) the number of rentable square feet of the Leaseback Space, and shall be for the same term as that of the proposed subletting, and such sublease shall:

(a) be upon such other terms and conditions as are contained in Tenant’s Notice, and be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease, except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 13 to the contrary;

(b) give the subtenant the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the Term of this Lease less one day;

(c) provide that any assignee or further subtenant of Landlord or its designee, may, at Landlord’s option, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease; provided, however, that such assignee or subtenant shall, at its sole cost and expense, repair any damage and injury caused by such removal; and

(d) provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or sublease by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant shall, at Tenant’s sole cost and expense, at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord may, at Tenant’s sole cost and expense, make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

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Section 13.5 (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord, except as to any obligation which arises out of or results from the negligence or willful misconduct of Tenant, or any of its agents, servants or employees.

(b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

(c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or Landlord’s designee).

(d) Any consent required of Tenant, as landlord under the sublease, shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, and any failure of Landlord (or its designee) to comply with the provisions of the sublease other than with respect to the payment of Fixed Rent and Additional Rent to Tenant, shall not constitute a default thereunder or hereunder if Landlord shall have consented to such non-compliance.

Section 13.6 In the event Landlord does not exercise either option provided to it pursuant to Section 13.2 hereof, and provided that no Event of Default shall have occurred and be continuing under this Lease as of the time Landlord’s consent is requested by Tenant, Landlord’s consent (which must be in writing and in form and substance satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed; provided, however that:

(a) Tenant shall have complied with the provisions of Section 13.2 hereof and Landlord shall not have exercised any of its options thereunder within the time permitted therefor;

(b) In Landlord’s judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building, and (ii) does not violate the restrictions set forth in Article 2 hereof;

(c) The proposed assignee or subtenant is a reputable Person with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with evidence thereof,

(d) In the event Landlord has space in the Building available for lease, then (i) neither the proposed assignee or subtenant nor any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant,

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is then an occupant of any part of the Building, and (ii) the proposed assignee or subtenant is not a Person (or Affiliate of a Person) with whom Landlord or Landlord’s agent is then, or has been within the previous six (6) month period, negotiating in connection with rental of space in the Building;

(e) The form of the proposed sublease or instrument of assignment shall be satisfactory to Landlord and shall comply with the applicable provisions of this Article 13, and Tenant shall deliver a true and complete original, fully executed counterpart of such sublease or other instrument to Landlord promptly upon the execution and delivery thereof;

(f) Tenant and its proposed subtenant or assignee, as the case may be, shall execute and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, setting forth the terms and conditions upon which Landlord shall have granted its consent to such assignment or subletting, and the agreement of Tenant and such subtenant or assignee, as the case may be, to be bound by the provisions of this Article 13;

(g) There shall not be more than four (4) subtenants of the Premises;

(h) The amount of the aggregate rent to be paid by the proposed subtenant shall not be less than the then current market rent per rentable square foot for the comparable space to Premises, determined as though the Premises were vacant and unimproved, for a term comparable to that of the proposed sublease, and the rental and other terms and conditions of the sublease shall be substantially the same as those contained in Tenant’s Notice;

(i) Tenant shall reimburse Landlord, as Additional Rent upon demand, for (A) the costs and expenses incurred by Landlord in connection with the assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the cost of reviewing plans and specifications proposed to be made in connection therewith, and (B) Landlord’s legal fees and disbursements incurred in connection with the granting of any requested consent and the preparation of Landlord’s written consent to the sublease or assignment;

(j) Tenant shall not have (i) advertised or publicized in any way the availability of the Premises without prior notice of and approval by Landlord, or (ii) listed the Premises for sublease or assignment with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease comparable space in the Building;

(k) The proposed occupancy shall not impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant and such proposed subtenant or assignee shall agree with Landlord in writing to pay the costs of such additional services; and

(l) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.

Except for any sublease by Tenant to Landlord or its designee pursuant to this Article 13, each sublease pursuant to this Section 13.6 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease to Landlord or any such sublease to any other subtenant, or any acceptance of Fixed Rent or

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Additional Rent by Landlord from any subtenant, Tenant will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on Tenant’s part to be observed and performed, and for all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under Section 13.2 hereof, Tenant shall indemnity, defend and hold harmless Landlord against and from any and all losses, liabilities, damages, costs, and expenses (including attorneys’ fees and disbursements) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant arising from or in connection with such proposed assignment or subletting, or by any brokers or other Persons (with whom Tenant or its proposed assignee or subtenant may have dealt) claiming a commission or similar compensation in connection with the proposed assignment or sublease.

Section 13.7 In the event that (a) Landlord fails to exercise either of its options under Section 13.2 hereof and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of Such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 13.2 hereof before assigning this Lease or subletting all or part of the Premises.

Section 13.8 With respect to each and every sublease authorized by Landlord under the provisions of this Lease, it is further agreed that:

(a) No sublease shall be for a term ending later than one day prior to the Expiration Date of this Lease;

(b) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord and approved in writing by Landlord; and

(c) Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s Fixed Rent or of any Additional Rent, or (iv) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Article 13. The provisions of this Article 13 shall be self-operative and no further instrument shall be required to give effect to this provision.

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Section 13.9 If Landlord shall consent to any assignment of this Lease or to any sublease, or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent:

(a) In the case of an assignment, on the effective date of the assignment, an amount equal to (i) all sums and other consideration paid to Tenant by the, assignee for or by reason of such assignment (including sums paid for Tenant’s Property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such assignment; or

(b) In the case of a sublease, an amount equal to (i) all rents, additional charges or other consideration payable to Tenant under the sublease in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including sums paid for the sale or rental of Tenant’s Property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such sublease. The sums payable under this clause shall be paid by Tenant to Landlord as Additional Rent as and when payable by the subtenant to Tenant.

Section 13.10 (a) If Tenant is a corporation (but not a public corporation), the provisions of Section 13.1 hereof shall apply to a transfer (by one or more transfer(s)), of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of this Lease. It is expressly understood that the term “transfer(s)” shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by Persons which do not hold a majority of the stock of Tenant on the date hereof. The foregoing shall not apply to public offerings of Tenant’s stock, or to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred; provided, however, that (i) such transfer shall have been made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease, (ii) the successor to Tenant shall have a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of (A) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (B) the net worth of Tenant herein named on the date of this Lease, and (iii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

(b) If Tenant is a partnership, the provisions of Section 13.1 hereof shall apply to a transfer (by one or more transfers) of a majority interest in the partnership, as if such transfer were an assignment of this Lease.

(c) The limitations set forth in this Section 13.10 shall be deemed to apply to subtenant(s), assignee(s) and guarantor(s) of this Lease, if any, and any transfer by any such Person in violation of this Section 13.10 shall be deemed to be a transfer in violation of Section 13.1.

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(d) A modification, amendment or extension of a sublease shall be deemed a sublease for the purposes of Section 13.1 hereof, and a takeover agreement shall be deemed a transfer of this Lease for the purposes of Section 13.1 hereof.

Section 13.11 Tenant may, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, permit any Affiliate of Tenant to sublet all or part of the Premises for any Permitted Use, or assign this Lease to any Affiliate, subject however to compliance with Tenant’s obligations under this Lease. Such sublease shall not be deemed to vest in any such Affiliate any right or interest in this Lease or the Premises nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder.

Section 13.12 (a) Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 13.1 hereof or without Landlord’s consent to the extent permitted under Sections 13.10 and 13.11 hereof, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed from and after the effective date of such assignment or transfer, and whereby the assignee shall agree that the provisions in Section 13.1 hereof shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers.

(b) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, extending the time, or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, to enforce any of the obligations of this Lease.

(c) The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of Premises or to the use or occupancy thereof by others. Any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by notice to Tenant, provided that Landlord shall not unreasonably revoke such privilege as to any Affiliate of Tenant, or any subtenant of Tenant or assignee of this Lease approved by Landlord pursuant to this Article 13.

Section 13.13 Landlord acknowledges that the colocation of communications equipment not owned by Tenant at the Premises shall not constitute an assignment or sublease requiring the consent of Landlord hereunder. For purposes of this Lease, “colocation” means the installation by Tenant’s customers of telecommunications equipment in Tenant’s facilities therefor pursuant to license agreements, in the ordinary course of Tenant’s business, for which such customers pay fees based upon access to such facilities, as distinct from the renting of floor area. In no event shall any colocation arrangement entered into by Tenant entail the construction of a separate entrance to the Premises from the Building common corridor for any party thereto other than Tenant.

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ARTICLE 14. ACCESS TO PREMISES

Section 14.1 Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain concealed ducts, pipes and conduits in and through the Premises. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times upon reasonable prior notice (except; no such prior notice shall be required in case of emergency), which notice may be oral, to examine the same, to show them to prospective purchasers, Mortgagees, Lessors or lessees of the Building and their respective agents and representatives or prospective tenants of the Premises, and to make such repairs, alterations, improvements or additions (a) as Landlord may deem necessary or desirable to the Premises or to any other portion of the Building, or (b) which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to make or perform under this Lease, or (c) for the purpose of complying with Legal Requirements, and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and Fixed Rent and Additional Rent will not be abated while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions or improvements pursuant to this Section 14.1, provided that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

Section 14.2 If Tenant shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s agents may enter the same without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Building or any part thereof, other than as herein provided.

Section 14.3 Landlord shall have the right from time to time to alter the Building and, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances other than doors and entrances solely servicing the Premises), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair.

ARTICLE 15. CERTIFICATE OF OCCUPANCY

Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York shall hereafter contend or declare by

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notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant, shall, upon five (5) days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a material covenant of this Lease and Landlord shall have the right to terminate this Lease immediately, and in addition thereto shall have the right to exercise any and all rights and privileges and remedies given to Landlord by and pursuant to the provisions of Articles 16 and 17 hereof.

ARTICLE 16. DEFAULT

Section 16.1 Each of the following events shall be an “Event of Default” hereunder:

(a) if Tenant defaults in the payment when due of any installment of Fixed Rent or Additional Rent, and such default continues for a period of five (5) days after notice thereof from Landlord; provided, however, that if Tenant shall default in the timely payment of Fixed Rent or Additional Rent, and any such default shall occur more than four (4) times in any period of twelve (12) consecutive months, then, notwithstanding that such defaults shall have each been cured within the applicable period provided above, upon any further similar default, Landlord may serve a three days’ notice of termination upon Tenant without affording to Tenant an opportunity to cure such further default; or

(b) if Tenant’s interest in this Lease is transferred in violation of Article 13 hereof; or

(c) if the Premises or a substantial portion thereof becomes vacant or abandoned; or

(d) (i) if Tenant admits in writing its inability to pay its debts as they become due; or

(ii) if Tenant commences or institutes any case, proceeding or other action (A) seeking relief as a debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

(iii) if Tenant makes a general assignment for the benefit of creditors; or

(iv) if any case, proceeding or other action is commenced or instituted against Tenant (A) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which either (1) results in any such entry of an order for relief,

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adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect, or (2) remains undismissed for a period of ninety (90) days; or

(v) if any case, proceeding or other action is commenced or instituted against Tenant seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days from the entry thereof; or

(vi) if Tenant takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (ii), (iii), (iv) or (v) of this subsection 16.1(d); or

(vii) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant, which appointment is not vacated or effectively stayed within seven (7) Business Days, or if any such vacating or stay does not thereafter remain in effect; or

(e) if Tenant defaults in the observance or performance of any other term, covenant or condition of this Lease on Tenant’s part to be observed or performed and Tenant fails to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or, if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days, if Tenant fails to commence to remedy such default within such thirty-day period, or fails thereafter to diligently prosecute to completion all steps necessary to remedy such default; or

(f) if Tenant or any Affiliate of Tenant defaults beyond applicable grace and notice periods in the payment of any fixed rent or additional rent under any other lease of space in the Building, or if any such lease is terminated by Landlord as a result of a default by the tenant thereunder.

Section 16.2 (a) If an Event of Default occurs, Landlord may at any time thereafter give written notice to Tenant stating that this Lease and the Term shall expire and terminate on the date specified in such notice, which date shall not be less than seven (7) days after the giving of such notice. If Landlord gives such notice, and Tenant fails to cure such Event of Default within such seven-day period, this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as if the date set forth in such notice were the Fixed Expiration Date and Tenant immediately shall quit and surrender the Premises, but Tenant shall remain liable as hereinafter provided. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 16.1(d), or by federal or state statute, then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate

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this Lease on seven (7) days’ notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration of said seven (7) day period this Lease shall cease and expire as set forth above and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Premises as aforesaid.

Section 16.3 If, at any time, (a) Tenant shall comprise two (2) or more Persons, (b) Tenant’s obligations under this Lease shall have been guaranteed by any Person other than Tenant, or (c) Tenant’s interest in this Lease shall have been assigned, the word “Tenant,” as used in Section 16.1(d), shall be deemed to mean any one or more of the Persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in Section 16.1(d) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Fixed Rent and/or Additional Rent or a waiver on the part of Landlord of any rights under this Lease.

ARTICLE 17. REMEDIES AND DAMAGES

Section 17.1 (a) If an Event of Default shall occur, and this Lease and the Term shall expire and come to an end as provided in Article 16:

(i) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such Event of Default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by legal force or other legal means (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other Persons from the Premises and remove any and all of their property and effects from the Premises; and

(ii) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with, any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(b) Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all Persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant

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and all such Persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,” re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event of a breach or threatened breach by Tenant, or any Persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The rights to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 17.2 (a) If this Lease and the Terra shall expire and come to an end as provided in Article 16, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1, or by or under any summary proceeding or any other action or proceeding, then, in any of such events:

(i) Tenant shall pay to Landlord all Fixed Rent and Additional Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(ii) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (the “Deficiency”) between (A) Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry), and (B) the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 17.1(a)(ii) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and with such reletting including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting). Tenant shall pay the Deficiency in monthly installments on the days specified in this Lease for payment of installments of Fixed Rent, and Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise. No suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

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(iii) whether or not Landlord shall have collected any monthly Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as and for liquidated and agreed final damages, a sum equal (A) to the amount by which the Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry) exceeds (B) the then fair and reasonable rental value of the Premises, including Additional Rent for the same period, both discounted to present value at the rate of four percent (4%) per annum less (C) the aggregate amount of Deficiencies previously collected by Landlord pursuant to the provisions of Section 17.2(a)(ii) for the same period. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, Landlord shall have relet the Premises or any part thereof for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of net rents collected in connection with such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(b) If Landlord shall relet the Premises, or any part thereof, together with other space in the Building, the net rents collected under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section 17.2. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained in Article 16 or this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

ARTICLE 18. FEES AND EXPENSES

Section 18.1 If an Event of Default shall occur under this Lease or if Tenant shall do or permit to be done any act or thing upon the Premises which would cause Landlord to be in default under any Superior Lease or Mortgage, or if Tenant shall fail to comply with its obligations under this Lease and the preservation of property or the safety of any tenant, occupant or other person is threatened, Landlord may, after reasonable prior notice to Tenant except in an emergency, perform the same for the account of Tenant or make any expenditure or incur any obligation for the payment of money for the account of Tenant. All amounts expended by Landlord in connection with the foregoing, including reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding or recovering possession, and the cost thereof, with interest thereon at the Default Rate, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefor.

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Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent and/or Additional Rent when due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent and/or Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum equal to interest at the Default Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment.

ARTICLE 19. NO REPRESENTATIONS BY LANDLORD

Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to (a) the rentable and usable areas of the Premises or the Building, (b) the amount of any current or future Labor Rates or Taxes, (c) the compliance with applicable Requirements of the Premises or the Building, or (d) the suitability of the Premises for any particular use or purpose. No rights, easements or licenses are acquired by Tenant under this Lease, by implication or otherwise, except as expressly set forth herein. This Lease (including any Exhibits referred to herein and all supplementary agreements provided for herein) contains the entire agreement between the parties and all understandings and agreements previously made between Landlord and Tenant are merged in this Lease, which alone fully and completely expresses their agreement. Tenant is entering into this Lease after full investigation, and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

ARTICLE 20. END OF TERM

Section 20.1 Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall remove all of Tenant’s Property from the Premises, and this obligation shall survive the expiration or sooner termination of the Term. If the last day of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall expire on the Business Day immediately preceding. Tenant expressly waives, for itself and for any Person claiming through or under Tenant, any rights which Tenant or any such Person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20.

Section 20.2 Tenant acknowledges that Tenant or any subtenant of Tenant remaining in possession of the Premises after the expiration or earlier termination of this Lease would create an unusual hardship for Landlord and for any prospective tenant. Tenant, therefore, covenants that if for any reason Tenant or any subtenant of Tenant shall fail to vacate and surrender possession of the Premises or any part thereof on or before, the expiration or earlier termination of this Lease and the Term, then Tenant’s continued possession of the Premises shall be as a “month-to-month” tenant, during which time, without prejudice and in addition to any other rights and remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over, an amount equal to two (2) times the total monthly amount of Fixed Rent and Additional Rent payable hereunder. The provisions of this Section 20.2 shall not in any way be deemed to (a) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease or (b) imply any right of Tenant to use or occupy the Premises upon expiration or termination of this Lease and the Term, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. Tenant’s obligations under this Article shall survive the expiration or earlier termination of this Lease.

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ARTICLE 21. QUIET ENJOYMENT

Provided no Event of Default has occurred and is continuing, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease.

ARTICLE 22. NO WAIVER; NON-LIABILITY

Section 22.1 No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise.

Section 22.2 The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all of the force and effect of an original violation. The receipt by Landlord of Fixed Rent and/or Additional Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or any Additional Rent shall be deemed to be other than on account of the next installment of Fixed Rent or Additional Rent, as the case may be, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Fixed Rent or Additional Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Fixed Rent or Additional Rent or pursue any other remedy in this Lease provided. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

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Section 22.3 (a) Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises or in the Building (except that Landlord shall be required to repair the same to the extent provided in Article 5). Nothing in the foregoing shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 28 in order to recoup for payments made to compensate for losses of third parties.

(b) If, at any time or from time to time, any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever, or any of such windows are permanently closed, darkened or bricked-up if required by any Legal Requirement or related to any construction upon property adjacent to the Real Property by parties other than Landlord, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or Additional Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction or constructive eviction of Tenant from the Premises.

ARTICLE 23. WAIVER OF TRIAL BY JURY

The respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding (unless failure to impose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may have been or will be brought in any other court by Tenant.

ARTICLE 24. INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay Fixed Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed will not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident, or by any cause whatsoever reasonably beyond Landlord’s control, including laws, governmental preemption in connection with a national emergency or by reason of any Legal Requirements or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (“Unavoidable Delays”).

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ARTICLE 25. BILLS AND NOTICES

Except as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications given or required to be given under this Lease shall be in writing and shall be deemed sufficiently given or rendered if delivered by hand (against a signed receipt), sent by a nationally recognized overnight courier service, or sent by registered or certified mail (return receipt requested) and addressed:

if to Tenant, (a) at Tenant’s address at the Premises, or (b) at any place where Tenant or any agent or employee or Tenant may be found if mailed subsequent to Tenant’s abandoning or surrendering the Premises; or

if to Landlord, as follows: 111 Eighth Avenue LLC, c/o Taconic Investment Partners LLC, 1500 Broadway, New York, New York 10036, Attention: Mr. Paul Pariser, with a copy to: Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York 10022, Attention: Robert S. Nash, Esq.

Any such bill, statement, consent, notice, demand, request or other communication given as provided in this Article 25 shall be deemed to have been rendered or given (i) on the date when it shall have been hand delivered, (ii) three (3) Business Days from the date when it shall have been mailed, or (iii) one (1) Business Day from the date when it shall have been sent by overnight courier service.

ARTICLE 26. RULES AND REGULATIONS

Landlord reserves the right, from time to time, to adopt additional reasonable and non-discriminatory Rules and Regulations and to amend the Rules and Regulations then in effect. Tenant and Tenant’s contractors, employees, agents, and licensees shall comply with the Rules and Regulations, as so supplemented or amended. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees. If there shall be any inconsistencies between this Lease and the Rules and Regulations, the provisions of this Lease shall prevail.

ARTICLE 27. BROKER

Section 27.1 Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker in connection with this Lease other than Insignia/Edward S. Gordon Company, Inc. (“Broker”) and that to the best of its knowledge and belief, no other broker, finder or similar Person procured or negotiated this Lease or is entitled to any fee or commission in connection herewith. Landlord has agreed to pay a commission to Broker in connection with this Lease pursuant to a separate written agreement. Notwithstanding the foregoing: (a) Tenant has advised Landlord that prior to Landlord’s acquisition of the Building, Tenant discussed certain matters, including the possibility of leasing the New Premises, with Sylvan Lawrence Company, Inc., as agent for the then owner of the Building, and (b) Landlord agrees that Tenant’s indemnity hereunder shall not apply to, and that Tenant shall have no liability to Landlord with respect to, such prior discussions with Sylvan Lawrence Company, Inc.

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Section 27.2 Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Broker) arising out of any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, or the above representation being false. The provisions of this Article 27 shall survive the expiration or earlier termination of the Term of this Lease.

ARTICLE 28. INDEMNITY

Section 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Tenant shall defend, indemnify and save harmless Landlord from and against (a) all claims of whatever nature against Landlord arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors, (b) all claims against Landlord arising from any accident, injury or damage, whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant’s agents, employees, and (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

Section 28.2 Tenant agrees to defend, indemnify and hold harmless Landlord and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including attorneys’ and consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against Landlord or any such party directly or indirectly based on; or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim relating in any way to Tenant’s operation or use of the Premises or the Building. The provisions of this Section 28.2 shall survive the expiration or sooner termination of this Lease.

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ARTICLE 29. LANDLORD’S CONTRIBUTION

Section 29.1 (a) With respect to the New Premises, Landlord shall contribute toward the actual cost of the Initial Alterations in the New Premises (including carpeting, wall covering, furniture, furnishing, movable fixtures, telephone and computer-installations, and “soft costs” incurred in connection with such alterations, including architectural, consulting, engineering and legal fees, provided that such “soft costs” shall not exceed [*] percent ([*]%) of Landlord’s Contribution) an amount (“Landlord’s Contribution”) equal to the lesser of (a) [*] and [*]/100 Dollars ($[*]), or (b) the aggregate amount of all costs and expenses actually incurred by Tenant in connection with the Initial Alterations in the New Premises; provided, however, that this Lease shall be in full force and effect and no Event of Default shall have occurred and be continuing hereunder.

(b) Any cost of the Initial Alterations in excess of Landlord’s Contribution shall be paid by Tenant. Tenant shall not be entitled to receive any portion of Landlord’s Contribution not actually expended by Tenant in the performance of the Initial Alterations in the New Premises, nor shall Tenant have any right to apply any unexpended portion of Landlord’s Contribution as a credit against Fixed Rent, Additional Rent or any other obligation of Tenant hereunder. No part of Landlord’s Contribution may be assigned by Tenant prior to actual payment thereof by Landlord to Tenant.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Section 29.2 Landlord shall make progress payments to Tenant on a monthly basis, for the work performed during the previous month, less a retainage of 10% of each progress payment (the “Retainage”). Each of Landlord’s progress payments will be limited to an amount equal to (a) the aggregate amounts (reduced by the Retainage) theretofore paid by Tenant (as certified by an authorized officer of Tenant and by Tenant’s independent, licensed architect) to Tenant’s contractors, subcontractors and material suppliers (excluding any payments for which Tenant has previously been reimbursed out of previous disbursements from Landlord’s Contribution), multiplied by (b) a fraction, the numerator of which is the amount of Landlord’s Contribution, and the denominator of which is the total contract price (or, if there is no specified or fixed contract price for the Initial Alterations, then Landlord’s estimate thereof) for the performance of all of the Initial Alterations shown on all plans and specifications approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first (1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) with the exception of the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the plans and specifications approved by Landlord, and (iii) such other documents and information as Landlord may reasonably request. Any requisitions made following the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. Landlord shall disburse the Retainage upon submission by Tenant to Landlord of a requisition therefore, accompanied by all documentation, required under this Section 29.2, together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Initial Alterations by all Governmental Authorities having jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial Alterations as required pursuant to Section 3.2(d), and (C) the issuance of final lien waivers by all contractors, subcontractors and material suppliers covering all of the Initial Alterations. Notwithstanding anything to the contrary set forth in this Section 29.2, if Tenant fails to pay when due any sums due and payable to any of Tenant’s contractors or material suppliers, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and sums so paid by Landlord shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor.

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ARTICLE 30. SECURITY, DEPOSIT.

Section 30.1 Tenant has deposited with Landlord the sum of [*]and [*]/100 Dollars ($[*]) with respect to the New Premises, together with the sum of [*] and [*]/100 Dollars ($[*]) currently held by Landlord with respect to the Existing Premises, constitute security for the full and faithful performance of every provision of this Lease to be performed by Tenant (all or any part of such amount, the “Security Deposit”). If an Event of Default shall have occurred with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Fixed Rent and Additional Rent, Landlord may use, apply or retain all or any part of this Security Deposit for the payment of any Fixed or Additional Rent or any other sum in default or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of such Event of Default, or to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of such Event of Default. Landlord shall give Tenant notice contemporaneously with such use or application of any portion of the Security Deposit. Tenant shall, within five (5) days after the giving of such notice, deposit with Landlord cash in an amount sufficient to restore the Security Deposit to the amount then required pursuant to the terms of this Article 30 (Tenant’s obligation to make such payment shall be deemed a requirement that Tenant pay an item of Additional Rent) and Tenant’s failure to do so shall be a breach of this Lease. Landlord shall not, unless otherwise required by Legal Requirements, pay interest to Tenant on the Security Deposit, and if Landlord is required to maintain the Security Deposit in an interest bearing account, Landlord will retain the maximum amount permitted under Legal Requirements as a bookkeeping and administrative charge. Tenant shall not assign or encumber any part of the Security Deposit, and no assignment or encumbrance by Tenant of all of any part of the Security Deposit shall be binding upon Landlord, whether made prior to, during, or after the Term. Landlord shall not be required to exhaust its remedies against Tenant or against the Security Deposit before having recourse to any other form of security held by Landlord and recourse by Landlord to any Security Deposit shall not affect any remedies of Landlord which are provided in this Lease or which are available to Landlord in law or in equity. If Tenant shall fully and faithfully perform every covenant and provision of this Lease to be performed and observed by Tenant, the Security Deposit or any balance thereof shall be returned to Tenant reasonably promptly after the expiration or sooner termination (other than a termination pursuant to Article 16 hereof) of the Term and Tenant’s surrender to Landlord of the Premises. In the event the Building is sold, Landlord shall transfer the Security Deposit to the new owner and Landlord shall thereupon be released by Tenant from all liability for the return of said Security Deposit; and Tenant agrees to look to the new owner solely for the return of the Security Deposit, A lease of the entire Building shall be deemed a transfer within the meaning of the foregoing sentence. Landlord shall use reasonable efforts to notify or cause Tenant to be notified in the event of any transfer of the Building.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Section 30.2 In lieu of a cash deposit, Tenant may deliver to Landlord a clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawn upon any commercial bank, trust company, national banking association or savings and loan association having offices for banking purposes in the City of New York and which is a member of the New York Clearinghouse Association (the “Issuing Bank”) and which (or the parent company of which) shall have outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better by Standard & Poor’s Corporation, and has combined capital, surplus and undivided profits of not less than $500,000,000.00, which Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord (and substantially as shown on Exhibit D annexed hereto and made a part hereof), be for the account of Landlord, be in the amount of the Security Deposit then required to be deposited hereunder, and be fully transferable by Landlord to successor owners of the Building without the payment of any fees or charges, it being agreed that if any such fees or charges shall be so imposed, then such fees or charges, shall be paid by Tenant. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the term of this Lease, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Additionally, the Letter of Credit shall provide that Landlord shall have the right, exercisable within twenty (20) days of its receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the terms of this Section 30.2 as a cash security pending the replacement of such Letter of Credit. If an Event of Default shall have occurred and be continuing with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Fixed Rent and Additional Rent, Landlord may apply or retain the whole or any part of the cash security so deposited or may notify the Issuing Bank and thereupon receive all the monies represented by the Letter of Credit and use, apply, or retain the whole or any part of such proceeds, as provided in this Section 30.2. Any portion of the cash proceeds of the Letter of Credit not so used or applied by Landlord in satisfaction of the obligations of Tenant as to which such Event of Default shall have occurred shall be deposited by Landlord and retained in an interest-bearing account as provided in Section 30.1. If Landlord applies or retains any part of the cash security or proceeds of the Letter of Credit, as the case may be, Tenant shall, within five (5) days after written demand therefor, deposit with Landlord the amount so applied or retained so that Landlord shall have the full Security Deposit required pursuant to Section 30.1 hereof on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Letter of Credit shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale of Landlord’s interest in the Premises, within thirty (30) days of notice of such sale or leasing, Tenant, at Tenant’s sole cost and expense, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, or have the Letter of Credit reissued in the name of the new landlord and Landlord shall thereupon be released by Tenant from all liability for the return of the Letter of Credit; provided, however, that if the Letter of Credit is reissued, Landlord shall return the original Letter of Credit issued in Landlord’s name to Tenant.

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ARTICLE 31. REDUCED PREMISES.

Throughout the Term of this Lease, including renewals and extensions, Tenant agrees that Landlord shall have the right, upon Landlord’s giving Tenant not less than thirty (30) days prior written notice, to recapture a portion or portions of the Premises solely for the purpose of (a) installing additional elevator(s) in the Building, together with such space as may be required for lobbies and other common areas, (b) improving the Building Systems, or (c) constructing public corridors to create access to rentable space now existing or to be constructed in the future on the floor on which the Premises are located (any or all of the foregoing work, “Building Improvements”). The amount of such recaptured space which may be taken by Landlord pursuant to this Section 31.2 shall be limited to such space as is reasonably and actually required for the proper installation, access and operation of such Building Improvements, provided that if any portion of the Premises is reduced in area pursuant to this Section 31.2 to the extent that Tenant is unable to beneficially use and occupy the affected portion of the Premises following such reduction, as determined by Tenant in its reasonable judgment, then Tenant shall have the right to terminate this Lease as to the affected portion of the Premises only, by notice to Landlord given at any time from and after the date of such reduction in area. If Tenant shall duly give such notice, this Lease shall end and expire as to the affected portion of the Premises on the date which is ten (10) days following the giving of such notice, Fixed Rent and Additional Rent due hereunder with respect to such portion of the Premises shall be paid and apportioned to such date, and Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Tenant shall provide Landlord with access to the Premises to perform the work to install and maintain the Building Improvements, including the right to take all necessary materials and equipment into the Premises, without the same constituting an eviction, and Tenant shall not be entitled to any abatement of rent while such work is in progress or any damages by reason of loss or interruption of business or otherwise. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any Building Improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever. Promptly following the completion of any Building Improvements, Landlord shall make such repairs to and restoration of the Premises as may be reasonably required as a direct result thereof. Upon the date set forth for such recapture in Landlord’s notice described above, the Lease shall be deemed automatically amended by the deletion of such recaptured space from the Premises, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so recaptured bears to the, total area of the Premises immediately prior thereto, and Tenant shall promptly vacate and surrender such portion of the Premises to Landlord, and except as otherwise specifically set forth in this Article 31, the terms and conditions of this Lease shall not be modified by reason of any such Building Improvements or the maintenance thereof.

ARTICLE 32. MISCELLANEOUS

Section 32.1 (a) The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and

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hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and the transferee of Landlord’s interest in the Building or the Real Property, as the case may be, shall be deemed to have assumed all obligations under this Lease. Prior to any such sale, conveyance, assignment or transfer, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Exculpated Parties (defined below) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

(b) Notwithstanding anything contained herein to the contrary, Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and no partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord (collectively, the “Exculpated Parties”) shall be personally liable for the performance of Landlord’s obligations under this Lease. Tenant shall not seek any damages against any of the Exculpated Parties.

Section 32.2 Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

Section 32.3 (a) All of the Exhibits attached to this Lease are incorporated in and made a part of this Lease, but, in the event of any inconsistency between the terms and provisions of this Lease and the terms and provisions of the Exhibits hereto, the terms and provisions of this Lease shall control. This Lease may not be changed, modified, terminated or discharged, in whole or in part, except by a writing, executed by the party against whom enforcement of the change, modification, termination or discharge is to be sought. Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other genders and the singular to include the plural. The captions hereof are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof. All Article and Section references set forth herein shall, unless the context otherwise specifically requires, be deemed references to the Articles and Sections of this Lease. Whenever the words “include”, “includes”, or “including” are used in this Lease, they shall be deemed to be followed by the words “without limitation”.

(b) This Lease shall be governed in all respects by the laws of the State of New York applicable to agreements executed in and to be performed wholly within said State.

(c) If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(d) If at the commencement of, or at any time or times during the Term of this Lease, the Fixed Rent and Additional Rent reserved in this Lease shall not be fully collectible by

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reason of any Legal Requirement, Tenant shall enter into such agreements and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time during the continuance of such legal rent restriction be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction prior to the expiration of the Term, (i) Fixed Rent and Additional Rent shall become and thereafter be payable hereunder in accordance with the amounts reserved in this Lease for the periods following such termination, and (ii) Tenant shall pay to Landlord, if legally permissible, an amount equal to (A) the items of Fixed Rent and Additional Rent which would have been paid pursuant to this Lease but for such legal rent restriction less (B) the rents paid by Tenant to Landlord during the period or periods such legal rent restriction was in effect.

(e) The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns.

Section 32.4 Except as expressly provided to the contrary in this Lease, Tenant agrees that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of New York or the Federal courts sitting in New York City; and for that purpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Tenant hereby irrevocably appoints the Secretary of the State of New York as its authorized agent upon which process may be served in any such action or proceeding.

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

111 EIGHTH AVENUE LLC, Landlord
By:	Taconic Investment Partners LLC,
	Authorized Signatory
	By:	/s/ Paul Pariser
	Name:	Paul Pariser
	Title:
EXTRANET TELECOMMUNICATIONS, INC., Tenant
By:	/s/ Michael A. Collado
Name:	Michael A. Collado
Title:	CEO

Tenant’s Federal Tax Identification Number:

13-3503638

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EXHIBIT A

Floor Plans of the Premises

The floor plans which follow are intended solely to identify the general outline of the Premises, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

[DEPICTION OF FLOOR PLANS]

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EXHIBIT B

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. No awnings, air-conditioning units, fans or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any exterior window or entry door of the Premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type, design and color, and attached in the manner approved by Landlord. All electrical fixtures hung in offices or spaces along the perimeter of the demised premises must be fluorescent, of a quality, type, design and bulb color approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the Building without the prior written consent of Landlord except that the name of Tenant may appear on the entrance door of the Premises. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule. Interior signs on doors and directory tablets shall be inscribed, painted or affixed for each Tenant by Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to Landlord. Landlord will provide directory listings in the directory maintained by Landlord in the lobby of the Building for Tenant and each partner and professional employee of Tenant, not to exceed six (6) such listings.

4. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building, shall not be covered or obstructed by any Tenant, nor shall any bottles, parcels, or other articles be placed on the windowsills.

5. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors or vestibules without the prior written consent of Landlord.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by the Tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

7. No space in the Building shall be used for manufacturing, for the storage of merchandise, or for the storage of merchandise, or for the sale of merchandise, goods or property of any kind at auction or otherwise.

8. No Tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them whether by the use of any musical instrument, radio, television, stereo system, unmusical noise, whistling, singing, or in any other way. No Tenant shall throw anything out of the doors, windows or skylights or down the passageways.

9. No Tenant, or any of Tenant’s servants, employees, agents, visitors or licensees, shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance.

10. Each Tenant must, upon the termination of its tenancy, return to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Landlord the cost thereof.

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11. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place in the manner and during the hours which Landlord or its agent may determine from time to time. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the lease of which these Rules and Regulations are a part. Landlord shall have the exclusive right to prescribe the hours of operation of the freight elevator and Tenant shall pay, as Additional Rent Landlord’s standard fee for operating the freight elevator after normal hours. No bicycles, vehicles, animals, birds or fish of any kind shall be brought into or kept by any Tenant in or about the Premises or the Building.

12. No Tenant shall occupy or permit any portion of the Premises demised to it to be occupied as an office for a public stenographer or public typist, or for the possession, storage, manufacture, or sale of narcotics, dope, tobacco in any form, or as a barber or manicure shop, or as an employment bureau. No Tenant shall engage or pay any employees on the Premises, except those actually working for such Tenant on the Premises, nor advertise for labor giving an address at the Premises.

13. No Tenant shall purchase spring water, ice, towels or other like service from any company or persons not approved by Landlord.

14. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

15. Landlord reserves the right to exclude from the Building between the hours of 6 P.M. and 8 A.M. and at all hours on Sundays and legal holidays all persons who do not present a pass to the Building signed by Landlord. Landlord will furnish passes to persons for whom any Tenant requests the same in writing. Each Tenant shall be responsible for all persons for whom it requests such pass and shall be liable to Landlord for all acts of such persons.

16. Each Tenant shall, at its expense, provide artificial light for the employees of Landlord while doing janitor service or other cleaning, and in making repairs or alterations in the Premises.

17. The requirements of Tenants will be attended to only upon written application at the office of the Building. Employees shall not perform any work or do anything outside of the regular duties, unless under special instructions from the office of Landlord.

18. Canvassing, soliciting and peddling in the Building is prohibited and each Tenant shall co-operate to prevent the same.

19. There shall not be used in any space, or in the public halls of the Building, either by any Tenant or by jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

20. Tenant shall not do any cooking, conduct any restaurant, luncheonette or cafeteria for the sale or service of food or beverages to its employees or to others, or cause or permit any orders of cooking or other processes or any unusual or objectionable odors to emanate from the demised premises. Tenant shall not install or permit the installation or use of any food, beverage, cigarette, cigar or stamp dispensing machine; or permit the delivery of any food or beverage to the Premises, except by such persons delivering the same as shall be approved by Landlord.

21. If there shall be any inconsistencies between the text of this Lease and these Rules and Regulations, the provisions of the Lease shall prevail.

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EXHIBIT C

APPROVED CONTRACTORS

CONSTRUCTION VENDOR LIST

Mr. Frank Sciame President F.J. Sciame Construction Co., Inc. 80 South Street New York, N.Y. 10038 Tel: (212) 232-2200 Fax: (212) 248-5299	Mr. Al Hot President Fast Track Construction 450 West 33rd Street New York, N.Y. 10001 Tel: (212) 279-0110 Fax:(212)279-9239
Mr. Anthony Genovese Executive Vice President HRH Construction Interiors, Inc. One Park Avenue New York, N.Y, 10016 Tel. (212) 616-3100 Fax; (212) 696-4091	Christopher H. Gallin John Gallin &, Sons, Inc. 40 Gold Street New York, N.Y. I0018 Tel: (212) 267-8624 Fax: (212) 962-7201
Mr. Irving Koven Ambassador Construction Co., Inc. 41 East 42nd Street New York, N.Y. 10017 Tel: (212) 922-1020 Fax:(2I2) 949-9762	Mr. Peter Dove Dominant Construction 523 Route 33, Orangeburg, N.Y. 10962 Tel: (914) 398-3900 Fax: (914) 398-3106
Mr. Chris Philips Vice President Tishman Construction Corp. 666 Fifth Avenue New York, N.Y. 10103 Tel (212) 708-6824 Fax: (212) 399-3643	Mr. Stephen S. Thomsen Thomsen Construction Co., Inc. 180 Varick Street 12th Floor New York, N.Y. 10014 Tel: (212) 647-1412 Fax: (212) 647-1249
Leher McGovern Bovis 200 Park Avenue New York, N.Y. 10166 Tel: (212) 592-6700 Fax (212) 592-6988	Mr. George J. Figliolia New York Qty Builders Group One Wall Street, 4th Floor NewYark, N.Y.10005 Tel: (212) 635-0760 Tel: (212) 635-0767

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EXHIBIT D

FORM OF LETTER OF CREDIT

[LETTERHEAD OF ISSUING BANK]

LETTER OF CREDIT DEPARTMENT

Issue Date:                  , 199  

Our Number:                         

No.                                                                                          

Irrevocable Commercial Letter of Credit

Applicant:
Beneficiary:
Amount (U.S.):	$
Expiry:                                      , 19

Gentlemen:

For the account of Applicant we hereby establish this Irrevocable Letter of Credit No.                                     in your favor for an amount of up to $                              effective immediately, available by your drafts at sight when accompanied by this Irrevocable Letter of Credit and the following document:

Beneficiary’s statement purportedly signed by an officer of Beneficiary or Beneficiary’s authorized managing agent, reading:

“The amount of this drawing under Irrevocable Letter of Credit No.                 is being drawn pursuant to Lease dated                     , 199  , by and between                                      as Landlord, and                                     , as Tenant,

All drafts must be marked “Drawn under                                      Bank, Irrevocable Letter of Credit No.                      dated                 , 19    .”

It is a condition of this Irrevocable Letter of Credit that it shall be fully transferable by Beneficiary without any fees or charges payable by Beneficiary in connection therewith.

It is a condition of this Irrevocable Letter of Credit that it shall be automatically extended for additional periods of one year from the present or future expiration date, unless at least 30 days prior to such expiration date we notify you in writing by certified or registered mail, return receipt requested, at the above address, that we elect not to renew this Irrevocable Letter of Credit for such additional period. Upon receipt by you of such notice you may draw drafts on us at sight for an amount not to exceed the balance remaining in this Irrevocable Letter of Credit within the then applicable expiry date.

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We hereby agree with you that drafts drawn under and in accordance with the terms of this Irrevocable Letter of Credit will be duly honored by us on delivery of this Irrevocable Letter of Credit and the document so specified, when presented at this office.

This credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500; provided, however, that in the event the expiration date occurs during an interruption of our business of the type described in Article 17 of such publication, then the expiration date shall be deemed to be automatically extended until the date which shall be five (5) days after the resumption of our business.

Authorized Signature

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On this              day of June, 1998, before me personally came                                                              , to me known, who, being by me duly sworn, did depose and say: that he resides at                                                      , that      he is the (Vice) President of EXTRANET TELECOMMUNICATIONS, INC., the corporation described in the foregoing instrument; and that          he signed his/her name thereto by order of the board of directors of said corporation.

Notary Public

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EX-10.11

EXHIBIT 10.11

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

FIRST AMENDMENT OF LEASE

AGREEMENT (this “Agreement”), made as of August 3, 2005, between 111 CHELSEA COMMERCE LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, and SWITCH & DATA/NY FACILITIES COMPANY LLC (“Tenant”), a Delaware limited liability company with an address at 111 8^th Avenue, New York, New York 10011.

Statement of Facts

By lease dated as of June 30, 1998 (the “Lease”), 111 Eighth Avenue LLC (Landlord’s predecessor-in-interest) leased to Extranet Telecommunications, Inc. (Tenant’s predecessor-in-interest) portions of the 5^th and 15^th floors in the building (the “Building”) located at 111 8^th Avenue, New York, New York (such portions of the 5^th and 15^th floors in the Building being hereinafter collectively referred to as the “Original Premises”), upon all of the terms, covenants, conditions and provisions more particularly contained in the Lease. The term of the Lease is fixed to expire on [*].

Except as otherwise set forth in this Agreement, all capitalized terms used in this Agreement shall have the meanings ascribed to them in the Lease.

Landlord and Tenant now desire to extend the term of the Lease with respect to a portion of the Original Premises and to amend certain provisions of the Lease, upon the terms, covenants, conditions and provisions hereinafter provided.

NOW, THEREFORE, for Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby mutually acknowledged, Landlord and Tenant hereby agree to the following:

1. Extension of Term. Effective from and after the date hereof, (a) the term of the Lease shall be extended to, and expire on, [*] (or shall expire on such earlier date upon which said term may expire or be cancelled or terminated pursuant to any of the conditions or covenants of the Lease, as amended by this Agreement, or pursuant to law), and (b) the term “Expiration Date,” as used in the Lease, as amended by this Agreement, shall mean [*]. The term of the Lease shall be so extended upon all of the terms, covenants, conditions and provisions of the Lease, as amended by this Agreement, and Landlord shall have no obligation to perform any work or make any installations in connection with such extension.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2. Partial Surrender.

(a) For the purposes of this Agreement, the portion of the Original Premises shown in hatching on Exhibit A hereto, and known as Suite 535A, is herein referred to as the “Surrender Space.” On August 31, 2005 (the “Partial Surrender Effective Date”) all of the rights, title and interest of Tenant and of all persons and entities claiming by, through or under Tenant, in and to the Surrender Space shall end, and by the Partial Surrender Effective Date Tenant shall quit and surrender to Landlord the Surrender Space in the condition required under Section 20.1 and the other applicable conditions of the Lease, as if, with respect to the Surrender Space only, the Partial Surrender Effective Date were the Expiration Date.

(b) All of Tenant’s obligations and liabilities under the Lease with respect to the Surrender Space which accrue or arise or relate to matters occurring on or before the Partial Surrender Effective Date shall survive the Partial Surrender Effective Date.

(c) Tenant hereby covenants, represents and warrants to Landlord that the Surrender Space is free of all tenants, subtenants and other occupants and all leases, subleases and other forms of occupancy agreements, and there are no Persons claiming, or who or which may claim, any rights of possession, occupancy or use of the Surrender Space or any portions thereof.

(d) Effective from and after the date next succeeding the Partial Surrender Effective Date, the term “Premises,” as such term is used in the Lease, as amended by this Agreement, shall exclude the Surrender Space, and the floor plans set forth on Exhibit A of the Lease shall be deemed amended accordingly.

3. Fixed Rent.

(a) Effective from and after [*], the Fixed Rent payable by Tenant pursuant to the Lease, as amended by this Agreement, subject to adjustment as therein and herein provided, shall be as follows:

(i) $[*] per year ($[*] per month) for the period (the “First Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(ii) $[*] per year ($[*] per month) for the period (the “Second Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(iii) $[*] per year ($[*] per month) for the period (the “Third Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(iv) $[*] per year ($[*] per month) for the period (the “Fourth Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(v) $[*] per year ($[*] per month) for the period (the “Fifth Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(vi) $[*] per year ($[*] per month) for the period (the “Sixth Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(vii) $[*] per year ($[*] per month) for the period (the “Seventh Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(viii) $[*] per year ($[*] per month) for the period (the “Eighth Rent Period”) commencing on the [*] and ending on [*], both dates inclusive;

(ix) $[*] per year ($[*] per month) for the period (the “Ninth Rent Period”) commencing on the [*] and ending on [*], both dates inclusive; and

(x) $[*] per year ($[*] per month) for the period (the “Tenth Rent Period”) commencing on [*] and continuing thereafter through the Expiration Date.

(b) Tenant covenants and agrees to pay the Fixed Rent in accordance with, and subject to, the applicable provisions of the Lease, as amended by this Agreement.

4. Adjustments of Rents.

(a) Tenant covenants and agrees to continue to pay the additional rent payable under Article 6 of the Lease, except that for the purposes of calculating said additional rent from and after [*]:

(i) “Base Taxes” shall mean an amount equal to the sum of (A) one-half (1/2) of the Taxes payable for the Tax Year commencing on July 1, 2004 and ending June 30, 2005, plus (ii) one-half (1/2) of the Taxes payable for the Tax Year commencing on July 1, 2005 and ending June 30, 2006;

(ii) “Tenant’s Proportionate Share” shall be [*] %; and

(iii) Sections 6.3 and 6.4 of the Lease shall be of no further force or effect.

(b) All of Tenant’s obligations under Article 6 of the Lease (including, without limitation, Sections 6.3 and 6.4) which accrue during, or relate to, the period ending on August 31, 2005 shall survive August 31, 2005.

5. Subletting. For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for space in the Building (as such other lease

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3

may have been, or may hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant of the space (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Other Lease, Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the Building covered by the Other Lease based solely on the fact that Tenant is a tenant in the Building, provided that, and only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the portions of the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of the Other Lease in question (A) the Lease is in full force and effect, (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in default of any of the terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and the granting of any consent to the sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such obligation, and (2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and Tenant’s rights under this Paragraph shall be of no further force or effect from and after the date that Landlord consents to the subletting or sub-subletting of any space in the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from another tenant or subtenant in the Building.

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6. Electricity.

(a) From and after the date hereof, the second (2^nd) sentence of Section 9.2(a) of the Lease shall be deleted and replaced with the following:

In the event that Tenant shall require electric capacity in excess of the capacity described in clauses (i) and (ii) above (the “Basic Capacity”), then upon request, and subject to the availability of additional electrical capacity in the Building, as determined by Landlord in its sole judgment, and provided no Event of Default exists, Landlord shall make additional electric power available to Tenant, at a location in the basement of the Building to be designated by Landlord, and Tenant shall pay to Landlord a one-time charge equal to Landlord’s then-applicable rate per ampere for additional power, multiplied by each ampere in excess of the Basic Capacity so provided by Landlord. (Landlord and Tenant agree that as of July 18, 2005, the Basic Capacity is as follows: 1,600 amperes allocated to the Suite 518 portion of the Premises, 200 amperes allocated to the Suite 536 portion of the Premises, and 800 amperes allocated to the Suite 1533 portion of the Premises.) In addition, Tenant, at Tenant’s sole cost and expense, provided no Event of Default exists and upon not less than ten (10) days’ prior written notice to Landlord, may reallocate the Basic Capacity among the various portions of the Premises. Tenant shall be solely responsible, at Tenant’s expense, for the installation of all risers, feeders and other electrical facilities and equipment required in order to deliver such additional electric power to the Premises and/or to reallocate the Basic Capacity, and, in either case, to distribute it therein. As of the date of the First Amendment of Lease which added Article 33 to the Lease the rate per ampere for additional power is $[*].

(b) From and after the date hereof, Section 9.2(b) of the Lease shall be deleted and replaced with the following:

(b) In the event that Tenant’s total power requirements at the Premises, based on an annual review of Tenant’s consumption following the first anniversary of the Commencement Date, shall be less than the Basic Capacity, as same may be increased pursuant to the second (2^nd) sentence of Subsection 9.2(a), Tenant shall pay to Landlord an annual fee, commonly known as a “use it or lose it” fee, for the availability of such capacity, in the amount of $[*] per unused ampere per annum. Further, if as of the third (3^rd) anniversary of the date of the First Amendment, Tenant shall continue to require less than the Basic Capacity, as same may have been so increased, then Landlord shall have the right to reduce the level of electric power supplied to the Premises to Tenant’s actual power requirements as reasonably determined by Landlord.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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7. Emergency Generator.

(a) From and after the date hereof, the following shall be added to the end of Subsection 9.6(a) of the Lease:

In the event that Tenant shall require additional EPS capacity in excess of such 800 amperes, Tenant shall notify Landlord, and if sufficient additional EPS capacity is then available, as determined by Landlord in its sole judgment, and provided no Event of Default exists, Landlord shall install, at Tenant’s sole cost and expense (i) in Landlord’s sole discretion, either a new Transfer Switch, in the Premises at a location to be designated by Landlord, sufficient to supply the additional EPS to the Premises (such requested additional EPS being herein referred to as the “Requested Additional EPS”), or a modification to the existing Transfer Switch to accommodate the Requested Additional EPS, and (ii) in Landlord’s sole discretion, either a new connection from the Generator to the new or existing Transfer Switch (as the case may be), or a modification to the existing connection. Tenant shall pay to Landlord, within ten (10) days after Landlord’s demand therefor, the actual out-of-pocket costs incurred by Landlord for the installation of such new Transfer Switch (or modification to the existing Transfer Switch) and the new connection from the Generator to the Transfer Switch (or the modification to the existing connection). From and after the date of the installation of the new Transfer Switch and connection (or the modifications thereof, as the case may be), “EPS” shall include the actual amount of the Requested Additional EPS made available to the Premises.

(b) From and after the date hereof, the per ampere per year charge set forth in subsection 9.6(b) of the Lease shall be increased to $[*] per ampere per year, subject to increase pursuant to Section 9.6(c) of the Lease.

8. Right of First Offer. From and after the date hereof, the Article 33 set forth in Exhibit B to this Agreement shall be added to the Lease.

9. Notices.

(a) From and after the date hereof, Article 25 of the Lease shall be amended by replacing the current address to which bills, statements, consents, notices, demands, requests or other communications to Landlord are to be given to:

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6

111 Chelsea Commerce LP

c/o Taconic Investment Partners LLC

111 Eighth Avenue

New York, New York 10011

Attention: Paul E. Pariser, Co-President

(b) From and after the date hereof, Article 25 of the Lease shall be amended by replacing the current address to which copies of bills, statements, consents, notices, demands, requests or other communications to Landlord are to be given to:

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

Attention: Laura S. Norman, Esq.

10. Broker.

(a) Tenant covenants, warrants and represents that it had no conversations or other communications with any broker, finder or consultant except CB Richard Ellis, Inc. and ExtraNet, Inc. (the “Broker”) in connection with the extension of the term of the Lease and the option to lease, and the leasing of, the “Offer Space” pursuant to Article 33 of the Lease, which is being added thereto pursuant to Paragraph 8 above, and that, to Tenant’s best knowledge, there were no brokers, finders or consultants, except the Broker, instrumental in consummating this Agreement. In addition, Tenant covenants, warrants and represents that it has not retained any person as a broker, finder or consultant, whether on an exclusive or non-exclusive basis, in connection with any extension of the term of the Lease or the option to lease, or the leasing of, the “Offer Space”. Tenant agrees to hold Landlord harmless against any claims for a brokerage commission, finder’s fee or consultation fee (including, without limitation, reasonable legal fees, disbursements and court costs incurred in defending such claims) arising out of any conversations or negotiations had by Tenant with any brokers or finders except for the Broker, including any person claiming to have been retained by Tenant in connection with any extension of the term of the Lease or the option to lease, or the leasing of, the “Offer Space”, regardless of whether such person was actually retained by Tenant or whether such person was in any way involved with this transaction.

(b) Based upon the covenants, agreements warranties and representations set forth in subparagraph (a) above, Landlord has agreed to pay, pursuant to a separate agreement, a brokerage commission to the Broker.

7

(c) Landlord covenants, warrants and represents that it had no conversations or other communications with any broker, finder or consultant (except the Broker) in connection with the extension of the term of the Lease and the option to lease, and the leasing of, the “Offer Space,” and that, to Landlord’s best knowledge, there were no brokers or finders except the Broker instrumental in consummating this Agreement. Landlord agrees to hold Tenant harmless against any claims for a brokerage commission, finder’s fee or consultation fee (including, without limitation, reasonable legal fees, disbursements and court costs incurred in defending such claims) arising out of any conversations or negotiations had by Landlord with any brokers or finders, including the Broker.

11. Miscellaneous.

(a) Except as otherwise provided herein, all of the terms, covenants, conditions and provisions of the Lease shall remain and continue unmodified, in full force and effect. From and after the date hereof, the terms “this lease” and “this Lease,” as such terms are used in the Lease, shall be deemed to refer to the Lease, as amended by this Agreement, except that references to “this lease” and “this Lease” and all similar references that are used to determine a specific date or dates (such as “as of the date of this lease”) or which are used to determine a time period (such as “for the period commencing on the date of this lease or the date on which this lease was executed”) shall remain references to the date of the Lease.

(b) This Agreement sets forth the entire agreement between the parties regarding the extension of the term of the Lease, superseding all prior agreements and understandings, written and oral, regarding the extension of the term of the Lease.

(c) Landlord and Tenant each represent and warrant to the other that it has not relied upon any representation or warranty, express or implied, in entering into this Agreement, except those which are set forth herein.

(d) This Agreement has been executed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York.

(e) The covenants and agreements herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. If any of the provisions of this Agreement, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Agreement, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(f) The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement.

(g) This Agreement may not be altered, modified or amended except pursuant to a written agreement executed and delivered by Landlord and Tenant.

8

(h) Submission by Landlord of the within Agreement for execution by Tenant shall confer no rights nor impose any obligation on Landlord unless and until both Landlord and Tenant shall have executed this Agreement and duplicate originals thereof shall have been delivered by Landlord and Tenant to each other.

(i) The Statement of Facts first set forth in this Agreement and the exhibits and schedules attached hereto are incorporated into this Agreement and are, and shall for all purposes be deemed to be, a part of this Agreement.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date first above written.

111 CHELSEA COMMERCE LP (Landlord)
By:	Taconic Chelsea Holdings LLC, managing member
By:	Taconic SL Principals LLC, managing member
By:	/s/ Paul E. Pariser
	Paul E. Pariser, Co-President
SWITCH & DATA/NY FACILITIES COMPANY LLC (Tenant)
By:	/s/ George Pollock, Jr.
Name:	[Blank]
Title:	Authorized Representative

9

EXHIBIT “A”

Floor Plan

(follows immediately)

[DEPICTION OF FLOOR PLAN]

10

EXHIBIT “B”

ARTICLE 33. RIGHT OF FIRST OFFER

Section 33.1 For the purposes of this Lease, the portion of the fifth (5^th) floor of the Building substantially where shown in hatching on Schedule 1 to this Exhibit “B” is herein referred to as the “Offer Space”). Landlord had advised Tenant that Landlord is presently negotiating a lease agreement for the Offer Space with Atlantic Theater Company (who, together with its affiliates, subsidiaries and/or designees, is herein referred to as the “Proposed Other Tenant”). If Landlord, in its sole and absolute discretion, decides to terminate such negotiations with the Proposed Other Tenant prior to consummating such lease agreement, and all other Persons who, on the date of the First Amendment (as hereinafter defined), have the right or option to lease the Offer Space waive (or are deemed to have waived) such rights or options (Tenant agreeing that the Offer Space Option (as hereinafter defined) is subject to all of such rights and options), Landlord shall so notify Tenant (such notice being herein referred to as the “Offer Space Notice”), in which event, provided that on the date Landlord gives to Tenant the Offer Space Notice this Lease is in full force and effect and no Event of Default exists, during the ten (10) Business Day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall have the option (the “Offer Space Option”) to lease the Offer Space from Landlord for the period (the “Offer Space Term”) commencing on date (the “Offer Space Commencement Date”) which is the eleventh (11^th) Business Day commencing on the date that Landlord gives the Offer Space Notice to Tenant and ending on the last day of the term of this Lease, upon all of the terms, covenants and conditions of this Lease, except as otherwise expressly set forth in this Article. Tenant shall exercise the Offer Space Option only by giving Landlord notice thereof (the “Exercise Notice”), together with an unendorsed bank or certified check payable to the order of Landlord in the amount of $[*] (the “Additional Security”), as an addition to the Security Deposit, both on or before the last day of such ten (10) Business Day period (which last day is hereinafter referred to as the “Exercise Notice Date”), TIME BEING OF THE ESSENCE.

Section 33.2 Tenant shall have no right to exercise the Offer Space Option unless all of the following conditions have been satisfied or waived by Landlord on the date of the Exercise Notice and on the Offer Space Lease Commencement Date:

(i) No default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to observe, perform or comply with, and no Event of Default, shall have occurred and be continuing under this Lease; and

(ii) Switch & Data/NY Facilities Company LLC shall occupy all of the then-existing Premises Area.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

11

Section 33.3 Notwithstanding anything contained in this Article to the contrary, the Offer Space Option shall be deemed revoked, null and void, and of no further force or effect, and the Exercise Notice (or purported Exercise Notice) given in connection with Tenant’s attempt to exercise the Offer Space Option shall be ineffective and void ab initio as an Exercise Notice, (a) if Tenant fails to give the Exercise Notice and the Additional Security to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, in the manner hereinbefore provided, or (b) if the notice given to Landlord amends, modifies or supplements (or attempts or purports to amend, modify or supplement) any of the Offer Terms (as hereinafter defined), or (c) if on the Offer Space Lease Commencement Date, this Lease is not in full force and effect or a default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to observe, perform or comply with, or an Event of Default, shall have occurred and be continuing under this Lease; Tenant hereby agreeing that Landlord, in its sole and absolute discretion, may waive any one (1) or more or the conditions set forth in this Section, provided such waiver is expressly set forth in a written notice to Tenant from Landlord.

Section 33.4 If Tenant shall give the Exercise Notice to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, and in the manner set forth in Section 33.1 above and subject to the provisions of Sections 33.2 and 33.3 above, then on the Offer Space Commencement Date, this Lease shall be amended as follows:

(a) Landlord shall lease the Offer Space to Tenant, and Tenant shall hire the Offer Space from Landlord, by adding the Offer Space to the Original Premises;

(b) “Premises” shall include the Offer Space, “Premises Area” shall include the deemed rentable area of the Offer Space, consisting of a total of 13,575 rentable square feet; provided, however, that in no event shall such deemed rentable square footage constitute or imply any representation or warranty by Landlord as to the actual size of the Offer Space, and the floor plans set forth on Exhibit A to the Lease shall include the floor plan of the Offer Space on Schedule 1 to this Exhibit B;

(c) Tenant has examined the Offer Space and shall accept possession of the Offer Space in its “as is” condition as of the Offer Space Commencement Date. Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make any installations in order to prepare the Offer Space for Tenant’s occupancy. The taking of possession of the Offer Space by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Offer Space were in good and satisfactory condition, subject to latent defects. Any Tenant’s Alterations which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Offer Space for Tenant’s occupancy (such Tenant’s Alterations being herein referred to as the “Initial Offer Space Alterations”) shall be performed by Tenant, at Tenant’s sole cost and expense (except as otherwise provided in Section 33.7 below) in accordance with the applicable provisions of this Lease, including, without limitation, Article 3 hereof;

12

(d) The Fixed Rent payable by Tenant pursuant to the Lease, as amended by the First Amendment of Lease which added this Article 33 to this Lease (the “First Amendment”), subject to adjustment as therein and herein provided, shall be increased by the following amounts, from the Offer Space Commencement Date, which increased Fixed Rent Tenant covenants and agrees to pay in accordance with, and subject to, the applicable provisions of this Lease:

(i) $[*] per year ($[*] per month) for the balance of the initial term of this Lease ending on [*] and for the First Rent Period (as defined in Paragraph 3 of the First Amendment);

(ii) $[*] per year ($[*] per month) for the Second Rent Period (as defined in Paragraph 3 of the First Amendment);

(iii) $[*] per year ($[*] per month) for the Third Rent Period (as defined in Paragraph 3 of the First Amendment);

(iv) $[*] per year ($[*] per month) for the Fourth Rent Period (as defined in Paragraph 3 of the First Amendment);

(v) $[*] per year ($[*] per month) for the Fifth Rent Period (as defined in Paragraph 3 of the First Amendment);

(vi) $[*] per year ($[*] per month) for the Sixth Rent Period (as defined in Paragraph 3 of the First Amendment);

(vii) $[*] per year ($[*] per month) for the Seventh Rent Period (as defined in Paragraph 3 of the First Amendment);

(viii) $[*] per year ($[*] per month) for the Eighth Rent Period (as defined in Paragraph 3 of the First Amendment);

(ix) $[*] per year ($[*] per month) for the Ninth Rent Period (as defined in Paragraph 3 of the First Amendment); and

(x) $[*] per year ($[*] per month) for the Tenth Rent Period (as defined in Paragraph 3 of the First Amendment).

(e) “Tenant’s Proportionate Share” shall be increased by [*] %;

(f) Provided Tenant delivered the Additional Security pursuant to Section 33.1 above, the Security Deposit shall be increased by $[*]; and

(g) Articles 29, 33 and this 35 of this Lease shall not apply to the Offer Space;

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

13

Section 33.5 Landlord shall not be subject to any liability for failure to give possession of the Offer Space to Tenant on any specific date and the validity of the addition of the Offer Space to the Original Premises shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, except that Fixed Rent and additional rent payable with respect to the Offer Space only shall be abated until possession of the Offer Space shall be delivered to Tenant. The provisions of this Section 33.5 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Law, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind the Offer Space Lease which Tenant might otherwise have thereunder.

Section 33.6 (a) Section 9.2 of this Lease, as modified by the First Amendment, shall apply to the Offer Space, with the modifications described in subsections (b) and (c) below.

(b) In furtherance of subsection (a) above, the 2^nd, 3^rd and 4^th sentences of Section 9.2(a) of this Lease, which were added pursuant to Paragraph 6(a) of the First Amendment, shall apply to the Offer Space, except that “Basic Capacity” shall be deemed to refer to the six (6) watts per Rentable Square Foot of space in the Offer Space on a connected load basis of electrical capacity being provided to the Offer Space.

(c) In furtherance of subsection (a) above, Section 9.2(b) of this Lease, which were added pursuant to Paragraph 6(b) of the First Amendment, shall apply to the Offer Space, except that: (i) “Premises” shall be deemed to refer to the Offer Space; (ii) “Basic Capacity” shall be deemed to refer to the six (6) watts per Rentable Square Foot of space in the Offer Space on a connected load basis of electrical capacity being provided to the Offer Space; and (iii) “Commencement Date” shall be deemed to refer to Offer Space Commencement Date.

Section 33.7 Article 29 of this Lease shall apply to the Offer Space, except that for the purposes of applying said Article to the Offer Space: (a) the term “New Premises” shall be deemed to refer to the Offer Space, (b) the term “Initial Alterations” shall be deemed to refer to the Initial Offer Space Alterations, and (c) the amount “[*] and [*]/100 Dollars ($[*])” shall be deemed to refer to the amount $[*].

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

14

Section 33.8 If Landlord gives to Tenant the Offer Space Notice and if Tenant fails to give the Exercise Notice to Landlord on or before the Exercise Notice Date and in the manner set forth in Section 33.1 above and subject to the provisions of Sections 33.2 and 33.3 above, the Offer Space Option shall be deemed waived by Tenant and deemed revoked, null and void, and of no further force or effect, and Landlord may, but shall not be obligated, at any time or from time to time, lease, license or otherwise permit the use of, all or any portions of the Offer Space to any Person upon any terms and conditions that are acceptable to Landlord.

Section 33.9 Except as expressly set forth in this Article, Tenant shall not have any option to lease the Offer Space or any portions thereof or any other portion of the Building.

(End)

15

EX-10.12

Exhibit 10.12

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

SUBLEASE

THIS SUBLEASE is made as of this 21^st day of November 2005, by and between GLOBAL CROSSING Telecommunications, INC., a Michigan corporation with offices at 1080 Pittsford Victor Road, Pittsford, New York 14534 (“Sublessor”) and Switch & Data/NY Facilities Company LLC, a Delaware limited liability company with offices at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida 33607 (“Sublessee”).

WHEREAS, Sublessor is the Tenant of a building located at 111 Eighth Ave, New York, NY, (the “Building”) under that certain Lease dated, October 8, 2003, (the “Lease”) (a copy of the Lease is annexed hereto as Exhibit “A” and made a part hereof) (All capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.).

WHEREAS, Sublessor and Sublessee desire to enter into this Sublease for the subletting of that certain portion of the Building on the second (2nd) floor as shown on Exhibit “B”.

NOW, THEREFORE, in consideration of the premises and the terms and conditions contained herein, Sublessor and Sublessee do hereby agree as follows:

1. PREMISES

Sublessor hereby sublets and Sublessee hereby takes from Sublessor 9,035 rentable square feet (“RSF”) which includes a factor of .6023 to convert USF to RSF, including rooms 114 (3,440 USF), an engineering room (241 USF) and a camera monitoring room (73 USF) along with 50 % of the shared conference room, break room, power room and common administrative area (1/2 of 3,389 USF) (the “Premises”) as set forth collectively on Exhibit B. The execution of this sublease by Sublessor is conclusive evidence that Sublessee takes the Premises “as is”.

2. RENT AND SECURITY DEPOSIT

Sublessee shall pay Sublessor Annualized Net Rent on the 1st of the month throughout the entire term without demand as set forth in this Section.

Should this Sublease commence on a date other than the first of the month, Rent payments will be prorated on a daily basis for the partial first and last month of this Sublease.

Sublessee shall provide Sublessor with a payment of three months rent upon Sublease execution to be held as a Security Deposit ($[*]). Such Security Deposit shall, in the case of early termination of this Sublease, be non-refundable. If an Event of Default shall occur under this Sublease, Sublessor may use, apply or retain all or any part of the Security Deposit for the payment of any Fixed or Additional Rent or any other sum in default or for the

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

payment of any other amount which Sublessor may spend or become obligated to spend by reason of such Event of Default, or to compensate Sublessor for any other loss, cost or damage which Sublessor may suffer by reason of such Event of Default. If Sublessor applies or retains any part of the cash security or proceeds of the Letter of Credit, as the case may be, Tenant shall, within five (5) Business Days after written demand, deposit with Sublessor the amount so applied or retained so that Sublessor shall have the full Security Deposit required.

Annualized Net Rent schedule shall be:

	Annual Net Rent/ SF
Commencement – [*]	$[*]
[*] – [*]	$[*]
[*] – [*]	$[*]

Annualized Net Rent payments to start Four (4) months after execution and delivery of this sublease and receipt of master landlord consent.

3.

4. EXPENSES

Sublessee will be responsible for its pro-rata share of wage and tax increases over the base year of the lease. “Base Labor Year” shall mean the calendar year 1999. The base year for taxes is the sum of (i) one-half (1/2) of the taxes payable for the Tax Year commencing on July 1, 1998 and ending June 30, 1999, plus (ii) one-half (1/2) of the taxes payable for the Tax Year commencing on July 1, 1999 and ending June 30, 2000. Sublessee will also be responsible for their proportionate share of emergency power allocated to the Sublessor. Sublessee will be allocated 1000 kW of power, the use of which may not be exceeded. Sublessor, at Sublessee’s expense, shall install electric submeters and Sublessee shall pay for such directly billed electricity utilized in the Premises commencing on the Sublease Commencement Date. The Sublessee shall also pay for electricity utilized by equipment located in common areas that are specifically used by Sublessee. By example, this would include the UPS units in the power room and HVAC condensing units in the common HVAC corridor. In addition, the Sublessee shall pay their proportionate share of electric used in common areas, and for electric use that is not directly submetered. Sublessee and Sublessor will mutually agree upon the method of calculating the additional use of electric energy.

5. TENANT IMPROVEMENTS

All tenant improvements must be approved, in writing, by Sublessor. All modifications to electrical, mechanical and structural facilities must be designed by licensed engineers and submitted for approval to Sublessor with a complete set of design documents. Sublessee, at Sublessee’s cost, shall be entitled to make the following minor modifications to the space (subject to any applicable codes/permits and within the modification rights of Sublandlord in the Master Lease including Article 3):

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Page 2

1) Install their own access control system on the subleased rooms as well as the main entrance. Subtenant’s access control system shall not bar access by Sublessor’s personnel to the central administrative space and corridor’s leading to Sublessor’s space. In addition, in case of emergency, the Master Landlord must be allowed access.

2) Install security cameras in their space and the common shared areas

3) Signage within the bounds set by the Master Lease.

4) Install a DC plant within the Sublessee’s space as required (subject to any applicable codes/permits and within the modification rights of Sublandlord in the Master Lease including Article 3). Sublessee shall have the right to utilize one 200 amp fused switch in the Power Room from Panel DSB#3. Sublessor reserves the right to provide this power from a different location. Should Sublessor need to move the source of the feed, Sublessor will provide 180 days notice prior to implementing the move.

All installations and/or alterations may only made in accordance with the Master Lease and they are specifically subject to Landlord’s approval.

6. SECURITY

Subtenant shall be responsible for their individual security for their Premises, but shall be able to utilize the Sublessor’s existing access control system as appropriate and mutually acceptable to Sublandlord and Subtenant

7. MAINTENANCE OF EQUIPMENT

Sublessee shall have the right to utilize the three UPS units located in the Power Room, one - 200 Amp breaker from DSB#3 in the power room, PDUs #s land 5 located in Room 114, and HVAC units #s 1,2,3, and 4 located in Room 114. Sublessee will not have access to the Power Room unless escorted by the Sublessor’s personnel or in the event of an emergency. Sublessee is responsible for the maintenance of the HVAC and UPS units used by Sublessee. Maintenance records will be forwarded to Sublessor on an annual basis. Sublessee shall pay their proportional share of any maintenance within the common areas as well as the maintenance of the Fire Safety Systems. All power work that could cause a service interruption to Sublessor must be approved in writing by the Sublessor and must be scheduled and performed at a time that has been approved in writing by Sublessor.

8. LATE CHARGES

Sublessee hereby acknowledges that late payment by Sublessee of Rent will cause Sublessor to incur costs not contemplated by the Sublease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to processing and accounting charges, and late charges, which may be imposed upon Sublessor by any Lender. Accordingly, if any Rent, under the terms of this Sublease, is not received by Sublessor within five (5) days after such amount shall be due, then, without any requirement for notice to Sublessee, Sublessee shall pay to Sublessor, a one-time late charge equal to ten percent (10%) of each such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Sublessor will incur by

Page 3

reason of such late payment. Acceptance of such late charge by Sublessor shall in no event constitute a waiver of Sublessee Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Base Rent, then notwithstanding any provision of this Sublease to the contrary, Base Rent shall, at Sublessor’s option, become due and payable quarterly in advance.

9. TERM

The term of this Sublease shall commence upon receipt of the Master Landlord’s consent (known as the “Commencement Date”), and shall run through [*]. This sublease is one month shorter than the Master Lease. Possession of the Premises will be delivered to Sublessee on the Commencement Date.

10. PARKING

No parking is provided as part of this Sublease

11. OPTION TO TAKE ADDITIONAL SPACE

Sublessee shall have the option to take additional space identified as an area within Room 116 (7,357 RSF) and Room 112 (6,573 RSF) as shown in Exhibit B (“Expansion Space”) under the same terms and conditions as the existing space under this Agreement for as long as such Expansion Space has not been sub-leased to a third party during the Term of this Sub-Lease.

If Sublessor makes Room 116 and/or Room 112 available for sublease, Sublessor shall provide at least thirty (30) days prior written notice to Sublessee of any intent to lease Room 116 and /or Room 112 to a bona fide third party and if Sublessee does not exercise its Option to take Room 116 and/or Room 112 by the end of the thirty (30) days, Sublessor may sublease to a third party.

12. ACCESS and SERVICES

Sublessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week.

The hours of operation for the standard heating, ventilation and cooling systems shall be 8:00 am to 6:00 pm, Monday through Friday within the administrative areas. Any after-hours building HVAC needed by the Sublessee shall be paid by Sublessee at building invoiced cost.

Sublessor may have reasonable access to mechanical corridor via the ramp off of RM 114.

13. APPLIED SERVICES AND CONDUIT USAGE

Sublessor grants to Sublessee the right to use up to, if available, two (2) separate - one inch (1”) inter-ducts within the existing 4-inch conduit between Suite 734 and the Sublessor’s NTN Room at no additional charge for the Term of the Sublease, subject to Landlord approval, if any. Any expenses related to the installation and use of ducts and conduits will be born by the Sublessee. If capacity is not available within Sublessor’s existing conduit, as solely

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Page 4

determined by Sublessor, and Sublessee wishes to install a new conduit, subject to Landlord’s approval, Sublessee may do so, at its sole cost and expense. If Sublessee takes additional space as described in Section 11, Sublessor will credit Sublessee’s rent for one half of the cost of the installation of an additional conduit not to exceed an amount equal to two months rent of the additional space.

14. SURRENDER OF PREMISE

Upon the expiration or earlier termination of the Term of this Sublease, Sublessee shall peaceably quit and surrender to Sublessor the Premise in neat and broom clean condition and in good order, condition and repair, together with all alterations, additions and Improvements which may have been made or installed in, on or to the Premises prior to or during the Term of this Sublease, excepting only ordinary wear and tear. Any alterations, additions and improvements made by Sublessee on the Premise, except Sublessee’s movable Property, shall at once when made become property of the Master Landlord and remain upon and be surrendered with the Premise at the expiration of the Term, unless Master Landlord requires it be removed at the expiration of the Term in which case the improvements will be removed at the sole cost of the Sublessee. The Sublessee is also responsible for removing, at the request of the Landlord and at Sublessee’s expense, any and all of sublessee’s improvements and equipment within the premises at the termination of the lease. This includes any equipment or improvements specifically installed by the Sublessee within the common areas. Sublessee shall remove all Sublessee’s movable Property and shall repair any damages to the Premises or the Building caused by such removal. Any Sublessee movable Property which shall remain in the Premise or the Building after the expiration or termination of the Term of this Sublease shall be deemed abandoned and may be removed and disposed of in such a manner as the Sublessor or Master Landlord may see fit, at Sublessee’s sole cost and expense.

15. MASTER LEASE

Except as specifically set forth herein, this Sub-Lease shall be subject to all terms and conditions of the Master Lease dated, October 8, 2003. Sublessee acknowledges that it has reviewed the Master Lease and agrees that this Sublease is subject to all terms and conditions contained therein. In the case of a conflict between this Sublease and the Master Lease, the Master Lease shall control.

16. USE

Sublessee shall use the Premises for the installation, operation and maintenance of switching and transmission equipment and facilities in connection with Sublessee’s telecommunications business and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the premises in any manner not permitted hereunder, or which would materially and adversely affect (a) the functioning of the Building Systems, (b) the use and occupancy of any part of the Building by any other tenant or other occupant, or (c) the appearance of the Building.

17. LEGAL REQUIREMENTS

Section 17.1 Sublessee, at its expense, shall comply with all Legal Requirements applicable to the Premises or the use and occupancy thereof by Sublessee, and make all repairs or Alterations required thereby, whether structural or nonstructural, ordinary or extraordinary, unless otherwise expressly provided herein; provided, however, that Sublessee shall not be obligated to comply with any Legal Requirement requiring any structural alteration to the Premises unless the application of such Legal Requirement arises from (i) Sublessee’s manner of use or occupancy

Page 5

of the Premises (as distinguished from the use or occupancy of the Premises for office purposes generally), (ii) any cause or condition created by or on behalf of Sublessee or any Sublessee Party (including any Alterations), (iii) the breach of any of Sublessee’s obligations under this Lease, or (iv) any Hazardous Materials having been brought into the Building by Sublessee or any Sublessee Party. Sublessee shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with Sublessor’s insurance policies, and shall not do or permit anything to be done in or upon the Premises, or use the Premises in a manner, or bring or keep anything therein, which shall increase the rates for casualty or liability insurance applicable to the Building. If, as a result of any act or omission by Sublessee or by reason of Sublessee’s failure to comply with the provisions of this Article, the insurance rates for the Building shall be increased, then Sublessee shall desist from doing or permitting to be done any such act or thing and shall reimburse Sublessor, as Additional Rent hereunder, for that part of all insurance premiums thereafter paid by Sublessor which shall have been charged because of such act, omission or failure by Sublessee, and shall make such reimbursement upon demand by Sublessor.

Section 17.2 Sublessee, at its expense, shall comply with all Environmental Laws and with any directive of any Governmental Authority which shall impose any violation, order or duty upon Sublessor or Sublessee under any Environmental Laws with respect to the Premises or the use or occupation thereof. Sublessee’s obligations hereunder with respect to Hazardous Materials shall extend only to those matters directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Sublessee, and (b) any Environmental Claim (defined below) relating in anyway to Sublessee’s operation or use of the Premises or the Building.

Section 17.3 Sublessee shall provide Sublessor with copies of all communications and related materials regarding the Premises which Sublessee shall receive from or send to (a) any Governmental Authority relating in any way to any Environmental Laws, or (b) any Person with respect to any claim based upon any Environmental Laws or relating in any way to Hazardous Materials (any such claim, an “Environmental Claim”). Sublessor or its agents may perform an environmental inspection of the Premises at any time during the Term, upon prior notice to Sublessee except in an emergency.

18. NOTICE

All notices required to be given under this Sublease shall be sent to the parties at the following addresses:

if to Sublessor:

Global Crossing Real Estate Services

1080 Pittsford Victor Road

Pittsford, NY 14534

Attention: Lease Administrator (585) 255-1274

Page 6

if to Sublessee:

Switch & Data/NY Facilities Company LLC

1715 N. Westshore Blvd., Suite 650

Tampa, FL 33607 Attention: Legal Department

19. INDEMNITY

Sublessee shall indemnify, defend and hold Sublessor and the Master Landlord harmless from any and all claims arising from Sublessee’s, their agents, contractors, and employee’s use of the Premises and will comply with all Indemnification provisions of the Master Lease.

Sublessor covenants and agrees that (a) Sublessor shall not willfully suffer or permit any uncured defaults under the Master Lease that would cause the Master Lease to be canceled, terminated or forfeited, and (b) Sublessor will indemnify and hold harmless Sublessee from and against any and all claims, liabilities, losses and damages of any kind that Sublessee may incur to the extent they are by reason or, resulting from or arising out of Sublessor’s willful misconduct or gross negligence in complying with this sublease.

20. QUIET ENJOYMENT

Sublessee shall have the right to quietly enjoy the Premises subject to the Master lease and any other interest to which the Master Lease is subject.

21. INSURANCE

Sublessee shall comply with the provisions set forth in Article 17 of the Lease and name both Landlord and Sublessor as additional insured.

IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be signed by their authorized officers as of the date first above written.

GLOBAL CROSSING TELECOMMUNICATIONS, INC., a Michigan corporation (Sublessor)

By:	/s/ Mitchell Sussis
Name:	Mitchell Sussis
Title:	VP

Switch & Data/NY Facilities Company LLC, a Delaware limited liability company (Sublessee)

By:	/s/ George Pollock, Jr.
Name:	George Pollock, Jr.
Title:	Authorized Representative

Page 7

Exhibit A

Exhibit A is the Master Lease dated October 8, 2003 and is attached as a separate document.

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

AGREEMENT OF LEASE

111 CHELSEA LLC

LANDLORD

AND

GLOBAL CROSSING TELECOMMUNICATIONS, INC.

TENANT

Premises:	Portion of the Second (2nd) Floor
	111 Eighth Avenue
	New York, New York 10011
Dated:	October 8, 2003

TABLE OF CONTENTS

Definitions		1
Article 1.	Demise, Premises, Term, Rent	5
Article 2.	Use And Occupancy	6
Article 3.	Alterations	7
Article 4.	Condition of the Premises	9
Article 5.	Repairs; Floor Load	10
Article 6.	Real Estate Taxes and Labor Rate Increases	11
Article 7.	Legal Requirements	17
Article 8.	Subordination and Non-Disturbance; Estoppel Certificates	17
Article 9.	Services	19
Article 10.	Insurance	27
Article 11.	Destruction of the Premises; Property Loss or Damage	28
Article 12.	Eminent Domain	30
Article 13.	Assignment and Subletting	31
Article 14.	Access to Premises	38
Article 15.	Certificate of Occupancy	39
Article 16.	Default	39
Article 17.	Remedies and Damages	42
Article 18.	Fees and Expenses	44
Article 19.	No Representations By Landlord	44
Article 20.	End Of Term	45
Article 21.	Quiet Enjoyment	45
Article 22.	No Waiver; Non-Liability	46
Article 23.	Waiver Of Trial By Jury	47
Article 24.	Inability To Perform	47
Article 25.	Bills And Notices	47
Article 26.	Rules And Regulations	48
Article 27.	Broker	48
Article 28.	Indemnity	49
Article 29.	Guaranty	49
Article 30.	Security Deposit	50
Article 31.	Rent Modifications	52
Article 32.	Miscellaneous	53

Exhibit A:	Floor Plan of the Premises
Exhibit B:	Rules and Regulations
Exhibit C:	Form of Guaranty
Exhibit D:	Intentionally Omitted
Exhibit E:	Floor Plan of the Ramp Space
Exhibit F:	Form of Letter of Credit

AGREEMENT OF LEASE, dated as of October 8, 2003, between 111 CHELSEA LLC (successor-in-interest to 111 Eighth Avenue LLC), a Delaware limited liability company with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 (“Landlord”), and GLOBAL CROSSING TELECOMMUNICATIONS, INC., a Michigan corporation with an address at 1080 Pittsford-Victor Road, Pittsford, New York 14534 (“Tenant”).

WlTNESSETH:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

“Additional Rent” means Tenant’s Tax Payment, Tenant’s Labor Rate Payment, and any and all other sums, other than Fixed Rent, payable by Tenant to Landlord under this Lease.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Alterations” means alterations, installations, improvements, additions or other physical changes (other than decorations, movable fixtures and equipment) in or about the Premises or elsewhere in the Building.

“Base Rate” means the annual rate of interest publicly announced from time to time by Citibank, N.A., New York, New York (or any successor thereto) as its “base rate”, or such other term as may be used by Citibank, N.A. from time to time for the rate presently referred to as its base rate.

“Building” means all the buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations, renewals, replacements, additions and substitutions thereto, presently known by the address of 111 Eighth Avenue, New York, New York.

“Building Systems” means the mechanical, electrical, heating, ventilating, air conditioning, elevator, plumbing, sanitary, life-safety and other service systems of the Building, but shall not include the portions of such systems installed in the Premises or elsewhere in the Building by Tenant.

“Business Days” means all days, excluding Saturdays, Sundays, and all days observed by either the State of New York, the Federal Government or by the labor unions servicing the Building as legal holidays.

“Commencement Date” means the date on which all of the Delivery Conditions are satisfied.

“Control” means: (i) the ownership, directly or indirectly, of more than fifty per cent (50%) of the voting stock of a corporation, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.

“Default Rate” means a rate at all times four (4) percentage points above the Base Rate.

“Delivery Conditions” means each of the following:

Tenant shall have deposited the Security Deposit with Landlord in accordance with the provisions of Section 30.1;

Landlord and Cable & Wireless Internet Services, Inc. (“Prior Tenant”), shall have fully executed and delivered a Lease Termination Agreement, in form and substance satisfactory to Landlord in its sole and absolute discretion, whereby the existing lease covering the Premises shall be duly terminated, and all conditions to the effectiveness thereof shall have been satisfied; and

Tenant shall have obtained all necessary consents, approvals and authorizations, if any, to the execution and delivery of this Lease and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq. (collectively, the “Bankruptcy Case”), and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, and no consents or approvals of any other parties shall be necessary in connection therewith.

“Effective Date” means the date that a Plan of Reorganization pursuant to the Bankruptcy Case has been confirmed by the Bankruptcy Court and has become effective.

“Environmental Laws” means any Legal Requirements now or hereafter in effect relating to the environment, health, safety or Hazardous Materials.

“Expiration Date” means [*].

“Governmental Authority” means any of the United States of America, the State of New York, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof or the curbs, sidewalks, and areas adjacent thereto.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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“Guarantor” means (i) if prior to the Effective Date, Global Crossing Holdings Ltd., a Bermuda company, and (ii) from and after the Effective Date, the entity that is the successor to all of the assets and business of Global Crossing Holdings Ltd. (“Successor”), and any other Person who or which shall from time to time guaranty to Landlord the payment and performance of all or any portion of the obligations of Tenant under this Lease, as provided in Article 29.

“Guaranty” means the Agreement and Guaranty, dated as of the date hereof, made by Guarantor to Landlord, in the form attached to this Lease as Exhibit C, and any amendment, modification, restatement, confirmation or extension thereof, and any other agreement pursuant to which any Guarantor shall from time to time guaranty to Landlord the payment and performance of all or any portion of the obligations of Tenant under this Lease.

“Hazardous Materials” means any substances, materials or wastes regulated by any Governmental Authority or deemed or defined as a “hazardous substance”, “hazardous material”, “toxic substance”, “toxic pollutant”, “contaminant”, “pollutant”, “solid waste”, “hazardous waste” or words of similar import under applicable Legal Requirements, including oil and petroleum products, natural or synthetic gas, polychlorinated biphenyls, asbestos in any form, mold, urea formaldehyde, radon gas, or the emission of non-ionizing radiation, microwave radiation or electromagnetic fields at levels in excess of those (if any) specified by any Governmental Authority or which may cause a health hazard or danger to property, or the emission of any form of ionizing radiation.

“Initial Alterations” are defined in Section 4.3.

“Legal Requirements” means all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, rules of common law, and any judicial interpretations thereof, extraordinary as well as ordinary, of all Governmental Authorities, including the Americans with Disabilities Act (42 U.S.C. §12,101 et seq.), New York City Local Law 58 of 1987, and any law of like import, and all rules, regulations and government orders with respect thereto, and any of the foregoing relating to environmental matters, Hazardous Materials, public health and safety matters, and of any applicable fire rating bureau, or other body exercising similar functions, affecting the Real Property or the maintenance, use or occupation thereof, or any street or sidewalk comprising a part of or in front thereof or any vault in or under the same.

“Mortgage” means any mortgage or trust indenture which may now or hereafter affect the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder; “Mortgagee” means any mortgagee, trustee or other holder of a Mortgage.

“Permitted Use” means the use of the Premises by Tenant as executive and general offices, including the installation, operation and maintenance of switching and transmission equipment and facilities in connection with Tenant’s telecommunications business, and for no other purpose.

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“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated association, business trust, tenancy-in-common or other entity, or any Governmental Authority.

“Premises” means a portion of the second (2nd) floor of the Building, as shown on the floor plan attached to this Lease as Exhibit A.

“Premises Area” means the Rentable Square Foot area of the Premises, consisting of a total of 50,028 Rentable Square Feet, as such Premises Area may be increased or decreased from time to time pursuant to this Lease.

“Real Property” means the Building, together with the plot of land upon which it stands.

“Rentable Square Feet” means the deemed rentable area of the Building or any portion thereof, computed on the basis of the current standard employed by Landlord on the date hereof with respect to the calculation of the deemed Rentable Square Foot area of the Building; provided, however, that in no event shall such deemed Rentable Square Footage constitute or imply any representation or warranty by Landlord as to the actual size of any floor or other portion of the Building, including the Premises.

“Rules and Regulations” means the rules and regulations attached as Exhibit B to this Lease, and such other and further rules and regulations as Landlord may from time to time adopt.

“Security Deposit” means the sum of [*] and [*]/100 Dollars ($[*]), to be deposited by Tenant with Landlord as provided in Article 30.

“Substantial Completion” means, as to any construction performed by any party in the Premises, including any Alterations, that such work has been completed substantially in accordance with (i) the provisions of this Lease applicable thereto, (ii) the plans and specifications for such work, and (iii) all applicable Legal Requirements and Insurance Requirements, except for minor details of construction, decoration and mechanical adjustments, if any, the noncompletion of which does not materially interfere with Tenant’s use of the Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the Premises.

“Superior Lease(s)” means any ground or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments and modifications thereof; “Lessor” means a lessor under a Superior Lease.

“Tenant’s Alterations” means all Alterations, including the Initial Alterations, in and to the Premises or elsewhere in the Building that may be made by or on behalf of Tenant prior to and during the Term, or any renewal thereof.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4

“Tenant Party” means any of Tenant, any Affiliate of Tenant, any subtenant or any other occupant of the Premises, or any of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees, invitees, servants, agents or representatives.

“Tenant’s Property” means Tenant’s movable fixtures and movable partitions, telephone and other communications equipment, computer systems, furniture, trade fixtures, furnishings and other items of personal property which are removable without material damage to the Premises or Building.

“Term” means the term of this Lease, which shall commence on the Commencement Date and shall expire on the Expiration Date.

ARTICLE 1. DEMISE, PREMISES, TERM, RENT

Section 1.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Commencement Date and to end on the Expiration Date, at an annual rent (“Fixed Rent”) as follows:

(a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*];

(b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(c) [*] and [*]/100 Dollars ($1,851,036.00) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; and

(e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date;

which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United States, in monthly installments in advance on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or by wire transfer of immediately available funds.

Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum of [*] and [*]/100 Dollars ($[*]) representing a portion of the installment of Fixed Rent for the first (1st) full calendar month of the Term after the Commencement Date.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5

Section 1.3 Tenant represents and warrants to Landlord that (i) this Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, and (ii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review this Lease prior to the execution hereof by Tenant. In reliance on the foregoing representation, Landlord has agreed to waive any requirement that Tenant obtain the approval of the Bankruptcy Court and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT.

ARTICLE 2. USE AND OCCUPANCY

Section 2.1 Tenant shall use and occupy the Premises for the Permitted Use and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in any manner not permitted hereunder, or which would materially and adversely affect (a) the functioning of the Building Systems, (b) the use and occupancy of any part of the Building by any other tenant or other occupant, or (c) the appearance of the Building.

Section 2.2 Tenant shall not use or permit the Premises or any part thereof to be used: (a) for the business of printing or other manufacturing of any kind, (b) as a retail branch of a bank or savings and loan association, or as a retail loan company, as a retail stock broker’s or dealer’s office, (c) for the storage of merchandise, (d) for the distribution, by mail-order or otherwise, of merchandise, (e) as a restaurant or bar or for the sale of food or beverages, (f) as a news or cigar stand, (g) as an employment agency, labor union office, school, physician’s or dentist’s office, dance or music studio, (h) as a barber shop or beauty salon, (i) for the sale, at retail or otherwise, of any goods or products, (j) by the United States Government, the City or State of New York, any Governmental Authority, any foreign government, the United Nations or any agency or department of any of the foregoing or any Person having sovereign or diplomatic immunity, (k) for the rendition of medical, dental or other therapeutic or diagnostic services, or (1) for the conduct of an auction.

Section 2.3 (a) Landlord shall not be subject to any liability for failure to give possession of the Premises on the Commencement Date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, except that Fixed Rent and Additional Rent shall be abated until possession of the Premises shall be delivered to Tenant. The foregoing shall constitute an express negation of Section 223-a of the New York Real Property Law or any successor law or ordinance, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Lease which Tenant might otherwise have thereunder.

(b) Notwithstanding the foregoing, if the Commencement Date shall not occur on or before September 1, 2004, other than as a result of Unavoidable Delays (provided that for purposes of this Section 2.3(b), Unavoidable Delays shall not include the holding over of any tenant or other occupant of the Premises), then, provided that Tenant shall have duly satisfied the Delivery Conditions described in clauses (i) and (iii) of the definition of the Delivery Conditions, and as Tenant’s sole and exclusive remedy for such delay in the Commencement Date, Tenant shall have the right to terminate this Lease, by notice to Landlord given no earlier than September 1, 2004 and no later than September 30, 2004, such termination to be effective on the date that is thirty (30) days after the date such notice is given, and thereupon neither party shall have any liability to the other hereunder, except that Landlord shall return all prepaid Fixed Rent,

6

Additional Rent, if any, and the Security Deposit deposited by Tenant hereunder; provided, however, that if the Commencement Date shall occur at any time within thirty (30) days following Landlord’s receipt of Tenant’s termination notice, such termination shall be void and of no force and effect, and Tenant shall have no further right to terminate this Lease pursuant to this Section 2.3.

Article 3. Alterations

Section 3.1 Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, provided that Tenant’s changing of wall coverings, carpeting or paint shall not be deemed to be Alterations requiring such consent. Landlord’s consent shall be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withhold its consent to Alterations proposed to be made by Tenant to adapt the Premises for the Permitted Use provided that such Alterations (a) are non-structural and do not affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord, (c) do not affect any part of the Building other than the Premises, (d) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, and (e) do not reduce the value or utility of the Building.

Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Legal Requirements to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $100,000.00 to complete, furnish to Landlord payment and performance bonds or such other evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord; provided, however, that so long as either Global Crossing Holdings, Ltd. or Successor shall be the Guarantor under this Lease, Tenant shall not be required to furnish bonds or other security to Landlord in connection with Alterations. All Alterations shall be performed by Tenant at Tenant’s expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Legal Requirements, and (C) in accordance with the plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming

7

jurisdiction prior to, during and upon completion of such Alterations. Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all actual, reasonable out-of-pocket costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration.

(b) Landlord shall not unreasonably withhold, condition or delay its approval of the contractors proposed to be used by Tenant for Tenant’s Alterations, provided that in the case of the mechanical, electrical, plumbing and fire safety trades, Tenant shall select its contractors and sub-contractors from Landlord’s list of approved contractors, which list may be modified by Landlord from time to time.

(c) Notwithstanding the foregoing provisions of this Article 3, Tenant shall be permitted to make minor, non-structural alterations to the Premises (“Minor Alterations”) upon prior notice to Landlord, but without the necessity of procuring Landlord’s consent thereto, provided that the estimated cost of each such Minor Alteration does not exceed $100,000.00 in any one instance. The provisions of Sections 3.2(a) and 3.2(b) shall be applicable to Minor Alterations. Prior to commencing any Minor Alteration, Tenant shall furnish Landlord with (i) working drawings or plans for such Minor Alteration in sufficient detail to permit Landlord to determine that such Alteration complies with the requirements hereof, and (ii) the names of the contractors proposed to be used by Tenant for such Minor Alteration.

(d) Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept) using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming convention as Landlord may accept) and magnetic computer media of such record drawings and specifications, translated into DXF format or another format acceptable to Landlord.

Section 3.3 All Alterations in and to the Premises which may be made by or on behalf of Tenant, prior to and during the Term or any renewal thereof, shall become the property of Landlord upon the expiration or sooner termination of this Lease. Landlord may condition its approval of any Alterations by requiring Tenant to agree in writing at the time of such approval that Tenant will remove such Alterations at the end of the Term as set forth in this Section 3.3 (any such Alterations which Landlord so requires Tenant to agree to remove, “Designated Alterations”). If Landlord does not specify at the time of its approval that an Alteration constitutes a Designated Alteration, Tenant shall have no obligation to remove such Alteration upon the expiration or sooner termination of this Lease. Tenant acknowledges that Designated Alterations shall include raised floors and reinforced floors, Tenant’s HVAC System (as defined in Section 9.3(d)), kitchen facilities, vaults, internal stairways and other slab penetrations, and conduit, wiring and telecommunications cabling within and outside of the Premises. Designated Alterations shall not include standard office installations such as internal partitions and corridors, dropped ceilings and lighting, ordinary HVAC ductwork, and pantries not containing cooking

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equipment. On the Expiration Date or earlier termination of the Term or any renewal thereof (a) Tenant shall remove Tenant’s Property from the Premises, and (b) unless Landlord notifies Tenant no later than one hundred eighty (180) prior to the Expiration Date that any or all of the Designated Alterations shall not be removed from the Premises, Tenant shall remove the Designated Alterations from the Premises, at Tenant’s expense. Tenant shall repair and restore in a good and workmanlike manner (reasonable wear and tear excepted) any damage to the Premises and the Building caused by such removal of Tenant’s Property and the Designated Alterations. Any of the Designated Alterations or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or be removed from the Premises by Landlord, and Tenant shall reimburse Landlord, as Additional Rent within thirty (30) days after demand, for Landlord’s reasonable, actual out-of-pocket costs incurred in connection with such removal. The covenants and agreements set forth in this Section 3.3 shall survive the expiration or earlier termination of this Lease.

Section 3.4 If, because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises, the Building or the Real Property, Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise, within forty-five (45) days after the filing thereof, and Tenant shall indemnify, defend and save Landlord harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable attorneys’ fees and disbursements) resulting therefrom.

Section 3.5 Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if in Landlord’s sole judgment such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of other tenants or occupants of the Building.

ARTICLE 4. CONDITION OF THE PREMISES

Section 4.1 (a) Tenant has examined the Premises and agrees to accept possession of the Premises in their “as is” condition on the Commencement Date, and further agrees that Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition, subject to the provisions of Section 4.2.

(b) Landlord and Tenant acknowledge that Prior Tenant has made certain improvements to the Premises, including the installation of certain infrastructure and equipment in or serving the Premises, such as air-conditioning and ventilation systems, emergency generators, electrical wiring and equipment, racks, cables and other personal property (all such infrastructure and equipment, collectively, the “Existing Improvements”). Landlord has duly approved the Existing Improvements as and when made by Prior Tenant in accordance with the

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provisions of Prior Tenant’s lease, and to the best of Landlord’s knowledge, there are no filed or noted violations of applicable Legal Requirements with respect to the Existing Improvements. However, no such approval by Landlord of the Existing Improvements shall be deemed to constitute any representation, warranty or other assurance of any kind that the Existing Improvements are in compliance with applicable Legal Requirements. Landlord agrees that if and to the extent the Existing Improvements remain in the Premises or the Building, as applicable, on the Commencement Date, then, so long as this Lease remains in force and effect, Tenant shall have the right to use and operate the Existing Improvements, provided, however, that Tenant shall accept possession of the Premises on the Commencement Date with the Existing Improvements, if any, in their then “as is, where is” condition, with all faults, without representation, warranty or recourse. EXCEPT AS SPECIFICALLY SET FORTH IN THIS LEASE, LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PREMISES, THE EXISTING IMPROVEMENTS OR THE BUILDING, WHETHER EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 4.2 Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) is made in connection with an Alteration approved by Landlord, or if such approval is not required hereunder, such application is reasonably acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability, in connection therewith.

ARTICLE 5. REPAIRS; FLOOR LOAD

Section 5.1 Landlord shall maintain and repair, in a good and workmanlike manner, the Building Systems and the public portions of the Building, both exterior and interior, and the structural elements thereof, including the roof, foundation and curtain wall. Tenant, at Tenant’s expense, shall take good care of the Premises and the fixtures, systems, equipment and appurtenances therein, and make all non-structural repairs thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Articles 10 and 11. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, caused by or resulting from carelessness, omission, neglect or improper conduct of, or Alterations made by Tenant, Tenant’s agents, employees or licensees, shall be repaired at Tenant’s expense, (a) by Tenant to the satisfaction of Landlord (if the required repairs are non-structural and do not affect any Building System), or (b) by Landlord (if the required repairs are structural or affect any Building System). Tenant also shall repair all damage to the Building and the Premises caused by the making of any Alterations by Tenant or by the moving of Tenant’s Property. All of such repairs shall be of quality or class equal to the original work or construction. If Tenant fails after fifteen (15) days notice to proceed with due diligence to make repairs required to be made by Tenant, Landlord may make such repairs at the expense of Tenant, and Tenant shall pay the costs and expenses thereof incurred by Landlord, with interest at the Default Rate, as Additional Rent within ten (10) days after rendition of a bill or statement therefor.

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Section 5.2 Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not move any safe, heavy equipment, business machines, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent. If such safe, equipment, freight, bulky matter or fixtures requires special handling, Tenant shall employ only persons holding a Master Rigger’s license to do such work.

Section 5.3 There shall be no allowance to Tenant for a diminution of rental value, no constructive eviction of Tenant and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

Section 5.4 Tenant shall not require, permit, suffer or allow the cleaning of any window in the Premises from the outside in violation of Section 202 of the New York Labor Law or any successor statute thereto, or of any other Legal Requirement.

ARTICLE 6. REAL ESTATE TAXES AND LABOR RATE INCREASES

Section 6.1 The following terms shall have the meanings set forth below:

(a) “Taxes” shall include the aggregate amount of (i) all real estate taxes, assessments (special or otherwise), sewer and water rents, rates and charges and any other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property, and (ii) any expenses (including attorneys’ fees and disbursements and experts’ and other witness’ fees) incurred in contesting any of the foregoing or the Assessed Valuation (as defined in Section 6.1(d)) of all or any part of the Real Property, provided that such expenses shall be included in Taxes for any Tax Year only to the extent of the reduction in Taxes achieved thereby. If at any time after the date hereof the methods of taxation prevailing at the date hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, rents, rates, charges, levies or impositions now assessed, levied or imposed upon all or any part of the Real Property, there shall be assessed, levied or imposed (A) a tax, assessment, levy, imposition or charge based on the rents received therefrom whether or not wholly or partially as a capital levy or otherwise, (B) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed upon Landlord, (C) a license fee measured by the rents or (D) any other tax, assessment, levy, imposition, charges or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes. Taxes shall not include franchise, gift, inheritance, estate, sales, income or profit taxes imposed upon Landlord, any Lessor or any Mortgagee by any Governmental Authority, or any fines, interest or penalties imposed for late payment of Taxes.

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(b) “Tenant’s Share” means [*] and [*] of [*] percent ([*] %). Tenant’s Share has been computed by Landlord consistently with the standard employed by Landlord with respect to the calculation of the deemed Rentable Square Footage of the Premises and the Building under this Lease.

(c) “Base Taxes” means an amount equal to the sum of (i) one-half (1/2) of the Taxes payable for the Tax Year commencing on July 1, 1998 and ending June 30, 1999, plus (ii) one-half (1/2) the Taxes payable for the Tax Year commencing on July 1, 1999 and ending June 30, 2000.

(d) “Assessed Valuation” means the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

(e) “Tax Year” means the period July 1 through June 30 (or such other period as may be duly adopted by the City of New York as its fiscal year for real estate tax purposes).

(f) “Comparison Year” means (i) with respect to Taxes, any Tax Year commencing with the 1999/2000 Tax Year, and (ii) with respect to Labor Rates, any calendar year commencing subsequent to the Base Labor Year.

(g) “Landlord’s Statement” means an instrument or instruments containing a comparison of either (i) the Base Taxes and the Taxes payable for any Comparison Year, or (ii) the Base Labor Rates and the Labor Rates applicable to any Comparison Year.

(h) “Tenant’s Projected Share of Taxes” means Tenant’s Tax Payment (as defined in Section 6.1(i)), if any, made by Tenant for the prior Comparison Year, plus an amount equal to Landlord’s estimate of the amount of increase in Tenant’s Tax Payment for the then current Comparison Year, divided by twelve (12) and payable monthly by Tenant to Landlord as Additional Rent.

(i) “Tenant’s Tax Payment” means Tenant’s Share of the excess of the Taxes payable for any Comparison Year over the Base Taxes.

Section 6.2 (a) If the Taxes payable for any Comparison Year (any part or all of which falls within the Term) shall exceed the Base Taxes, Tenant shall pay Tenant’s Tax Payment to Landlord, as Additional Rent, within ten (10) business days after demand from Landlord therefor, which demand shall be accompanied by Landlord’s Statement. Before or after the start of each Comparison Year, Landlord shall furnish to Tenant a Landlord’s Statement in respect of Taxes. If there shall be any increase in Taxes payable for any Comparison Year, whether during or after such Comparison Year or if there shall be any decrease in the Taxes

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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payable for any Comparison Year during such Comparison Year, Landlord may furnish a revised Landlord’s Statement for such Comparison Year, and Tenant’s Tax Payment for such Comparison Year shall be adjusted and, within ten (10) business days after Tenant’s receipt of such revised Landlord’s Statement, Tenant shall (i) with respect to any increase in Taxes payable for such Comparison Year, pay such increase in Tenant’s Tax Payment to Landlord, or (ii) with respect to any decrease in Taxes payable for such Comparison Year, Landlord shall credit such decrease in Tenant’s Tax Payment against the next installment of Tenant’s Share of Taxes payable by Tenant pursuant to this Section 6.2(a), provided that if such decrease in Taxes is attributable to the final Comparison Year of the Term, Landlord shall pay the amount of such decrease in Tenant’s Tax Payment to Tenant. If, during the Term, Landlord shall elect to collect Tenant’s Tax Payments in full or in quarterly or bi-annual or other installments on any other date or dates than as presently required, then following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be correspondingly revised, provided that Landlord shall not collect any periodic installment of Tenant’s Tax Payment earlier than thirty (30) days prior to the beginning of the period to which such payment relates. The benefit of any discount for any early payment or prepayment of Taxes relating to all or any part of the Real Property shall accrue solely to the benefit of Landlord and Taxes shall be computed without subtracting such discount.

(b) With respect to each Comparison Year, on account of which Landlord shall (or anticipates that it may) be entitled to receive Tenant’s Tax Payment, Tenant shall pay to Landlord, as Additional Rent for the then current Tax Year, Tenant’s Projected Share of Taxes. Upon each date that a Tax Payment or an installment on account thereof shall be due from Tenant pursuant to the terms of this Section 6.2. Landlord shall apply the aggregate of the installments of Tenant’s Projected Share of Taxes then on account with Landlord against Tenant’s Tax Payment or installment thereof then due from Tenant. In the event that such aggregate amount shall not be sufficient to discharge such Tax Payment or installment, Landlord shall so notify Tenant, and the amount of Tenant’s payment obligation with respect to such Tax Payment or installment pursuant to this Section 6.2, shall be equal to the amount of the insufficiency and shall be payable within ten (10) business days of demand by Landlord. If, however, such aggregate amount shall be greater than the Tax Payment or installment, Landlord shall credit the amount of such excess against the next payment of Tenant’s Projected Share of Taxes due hereunder.

(c) Only Landlord shall be eligible to institute Tax reduction or other proceedings to reduce the Assessed Valuation of the Real Property, and the filings of any such proceeding by Tenant without Landlord’s prior written consent shall constitute a default hereunder. If the Taxes payable for either the 1998/1999 Tax Year or the 1999/2000 Tax Year are reduced by final determination of legal proceedings, settlement or otherwise, then Base Taxes shall be correspondingly revised, the Additional Rent theretofore paid or payable on account of Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord, as Additional Rent within ten (10) business days after being billed therefor, any deficiency between the amount of such Additional Rent theretofore computed and paid by Tenant to Landlord and the amount thereof due as a result of such recomputations. If the Base Taxes are increased by such final determination of legal proceedings, settlement or otherwise, then, Landlord shall either pay to Tenant, or at Landlord’s election, credit against subsequent payments due under this Section 6.2, an amount equal to the excess of the amounts of such Additional Rent theretofore paid by Tenant over the

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amount thereof actually due as a result of such recomputations. If Landlord shall receive a refund or reduction of Taxes for any Comparison Year, Landlord shall, within a reasonable time after such refund is actually received or such credit is actually applied against Taxes then due and payable, either pay to Tenant, or, at Landlord’s election, credit against subsequent payments under this Section 6.2, an amount equal to Tenant’s Share of the refund or reduction, provided that such amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year. Nothing herein contained shall obligate Landlord to file any application or institute any proceeding seeking a reduction in Taxes or Assessed Valuation.

(d) Tenant’s Tax Payment shall be made as provided in this Section 6.2 regardless of the fact that Tenant may be exempt, in whole or in part, from the payment of any taxes by reason of Tenant’s diplomatic or other tax exempt status or for any other reason whatsoever.

(e) Tenant shall pay to Landlord, as Additional Rent upon demand, any occupancy tax or rent tax now in effect or hereafter enacted, if payable by Landlord in the first instance or hereafter required to be paid by Landlord.

(f) If the Commencement Date or the Expiration Date shall occur on a date other than July 1 or June 30, respectively, any Additional Rent payable by Tenant to Landlord under this Section 6.2 for the Comparison Year in which such Commencement Date or Expiration Date shall occur, shall be apportioned in that percentage which the number of days in the period from the Commencement Date to June 30 or from July 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Section 6.2 shall be paid or adjusted within thirty (30) days after submission of Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.2 and the rights and obligations of Landlord and Tenant under the provisions of this Section 6.2 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

Section 6.3 The following terms shall have the meanings set forth below:

(a) “Comparison Year” shall mean any calendar year subsequent to the Base Labor Year.

(b) “R.A.B.” shall mean the Realty Advisory Board on Labor Relations, Incorporated, or its successor.

(c) “Local 32B-32J” shall mean Local 32B-32J of the Building Service Employees International Union, AFL-CIO, or its successor.

(d) “Class A Office Buildings” shall mean office buildings so categorized under any agreement between R.A.B. and Local 32B-32J, regardless of the designation given to such office buildings in any such agreement.

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(e) “Labor Rates” shall mean a sum equal to the regular hourly wage rate required to be paid to Others (hereinafter defined) employed in Class A Office Buildings pursuant to an agreement between R.A.B. and Local 32B-32J; provided, however, that:

(i) if, as of October 1st of any Comparison Year, any such agreement shall require Others in Class A Office Buildings to be regularly employed on days or during hours when overtime or other premium pay rates are in effect pursuant to such agreement, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the average hourly wage rate for the hours in a calendar week during which Others are required to be regularly employed;

(ii) if no such agreement is in effect as of October 1st of any Comparison Year with respect to Others, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the regular hourly wage rate actually paid to Others employed in the Building by Landlord or by an independent contractor engaged by Landlord; and

(iii) the term “regular hourly wage rate” shall exclude all benefits of any kind, including those payable directly to taxing authorities or others on account of the employment and all welfare, pension and fringe employee benefits and payments of any kind paid or given pursuant to such agreement.

(f) “Others” shall mean that classification of employee engaged in the general maintenance and operation of Class A Office Buildings most nearly comparable to the classification now applicable to “others” in the current agreement between R.A.B. and Local 32B-32J.

(g) “Base Labor Year” shall mean the calendar year 1999.

(h) “Base Labor Rates” shall mean the Labor Rates in effect for the Base Labor Year.

(i) “Tenant’s Labor Rate Payment” is defined in Section 6.4(a).

Section 6.4 (a) If the Labor Rates in effect for any Comparison Year (any part or all of which falls within the Term) shall be greater than the Base Labor Rates, then Tenant shall pay, as Additional Rent for such Comparison Year and continuing thereafter until a new Landlord’s Statement is rendered to Tenant, an amount (“Tenant’s Labor Rate Payment”) equal to (i) 50,028, multiplied by (ii) the number of cents (inclusive of any fractions of a cent) by which the Labor Rates in effect for such Comparison Year exceed the Base Labor Rates.

(b) At any time prior to, during or after any Comparison Year Landlord shall render to Tenant a Landlord’s Statement showing (i) a comparison of the Labor Rates for the Comparison Year with the Base Labor Rates, and (ii) the amount of Tenant’s Labor Rate Payment resulting from such comparison. Landlord’s failure to render a Landlord’s Statement during or with respect to any Comparison Year shall not prejudice Landlord’s right to render a Landlord’s Statement during or with respect to any subsequent Comparison Year and shall not eliminate or reduce Tenant’s obligation to pay Tenant’s Labor Rate Payment pursuant to this Article 6 for such Comparison Year.

(c) Tenant’s Labor Rate Payment shall be payable by Tenant on the first day of the month following the furnishing to Tenant of a Landlord’s Statement, in equal monthly

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installments, each such installment to be equal to 1/12th of Tenant’s Labor Rate Payment for such Comparison Year multiplied by the number of months (and any fraction thereof) of the Term then elapsed since the commencement of such Comparison Year, continuing monthly thereafter until rendition of the next succeeding Landlord’s Statement.

(d) The provisions of this Section 6.4 shall be effective irrespective of whether or not (i) the Building is classified as a Class A office building from time to time, or (ii) any Building employees are members of Local 32B-32J. Tenant acknowledges and agrees that the computation of Labor Rates hereunder is intended to serve solely as a formula for an agreed rental adjustment, rather than an actual operating expense calculation, and is not intended to reflect the actual cost to Landlord of wages at the Building or any increases or decreases in such cost.

Section 6.5 (a) If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, any Additional Rent under this Article 6 for the Comparison Year in which such Commencement Date or Expiration Date shall occur shall be apportioned in that percentage which the number of days in the period from the Commencement Date to December 31 or from January 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Article shall be paid or adjusted within thirty (30) days after submission of a Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.5 and the rights and obligations of Landlord and Tenant under the provisions of this Article 6 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

(b) The computations of Additional Rent under this Article 6 are intended to constitute a formula for an agreed rental adjustment and may or may not constitute an actual reimbursement to Landlord for costs and expenses paid by Landlord with respect to the Building.

Section 6.6 Landlord’s failure to render a Landlord’s Statement with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent Comparison Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that Comparison Year. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Taxes or Labor Rates during any Comparison Year or any time thereafter.

Section 6.7 If any capital improvement is made to the Real Property during any calendar year during the Term in compliance with any Legal Requirements enacted after the date of this Lease (including the cost of compliance with Legal Requirements enacted prior to the date of this Lease if such compliance is required pursuant to any amendment, modification or reinterpretation thereof which is imposed or enacted after the date of this Lease), then Tenant shall pay to Landlord, immediately upon demand therefor, Tenant’s Proportionate Share of the amortized cost of such improvement, on a straight-line basis over the useful life thereof as determined by Landlord in the exercise of its reasonable judgment, with interest at the Base Rate plus two percent (2%) per annum, in each calendar year during the Term during which such amortization occurs.

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ARTICLE 7. LEGAL REQUIREMENTS

Section 7.1 Tenant, at its expense, shall comply with all Legal Requirements applicable to the Premises or the use and occupancy thereof by Tenant, and make all repairs or Alterations required thereby, whether structural or nonstructural, ordinary or extraordinary, unless otherwise expressly provided herein; provided, however, that Tenant shall not be obligated to comply with any Legal Requirement requiring any structural alteration to the Premises unless the application of such Legal Requirement arises from (i) Tenant’s manner of use or occupancy of the Premises (as distinguished from the use or occupancy of the Premises for office purposes generally), (ii) any cause or condition created by or on behalf of Tenant or any Tenant Party (including any Alterations), (iii) the breach of any of Tenant’s obligations under this Lease, or (iv) any Hazardous Materials having been brought into the Building by Tenant or any Tenant Party. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with Landlord’s insurance policies, and shall not do or permit anything to be done in or upon the Premises, or use the Premises in a manner, or bring or keep anything therein, which shall increase the rates for casualty or liability insurance applicable to the Building. If, as a result of any act or omission by Tenant or by reason of Tenant’s failure to comply with the provisions of this Article, the insurance rates for the Building shall be increased, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as Additional Rent hereunder, for that part of all insurance premiums thereafter paid by Landlord which shall have been charged because of such act, omission or failure by Tenant, and shall make such reimbursement upon demand by Landlord.

Section 7.2 Tenant, at its expense, shall comply with all Environmental Laws and with any directive of any Governmental Authority which shall impose any violation, order or duty upon Landlord or Tenant under any Environmental Laws with respect to the Premises or the use or occupation thereof. Tenant’s obligations hereunder with respect to Hazardous Materials shall extend only to those matters directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim (defined below) relating in any way to Tenant’s operation or use of the Premises or the Building.

Section 7.3 Tenant shall provide Landlord with copies of all communications and related materials regarding the Premises which Tenant shall receive from or send to (a) any Governmental Authority relating in any way to any Environmental Laws, or (b) any Person with respect to any claim based upon any Environmental Laws or relating in any way to Hazardous Materials (any such claim, an “Environmental Claim”). Landlord or its agents may perform an environmental inspection of the Premises at any time during the Term, upon prior notice to Tenant except in an emergency.

ARTICLE 8. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination.

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Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively.

Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not:

(a) be liable for any previous act or omission of Landlord under this Lease;

(b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or

(c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor.

Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge

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of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

ARTICLE 9. SERVICES

Section 9.1 Landlord shall provide, at Landlord’s expense, except as otherwise set forth herein, the following services:

Section 9.2 ELECTRICITY. (a) Landlord, at Landlord’s expense, subject to the provisions of this Article 9, shall furnish electric power to Tenant for use in the Premises by making available to Tenant 3,600 amperes (connected load) of AC electric capacity at 480 volts, 3-phase, 4-wire, dedicated to Tenant (the “Electrical Capacity”), at the existing electrical panels serving the Premises. Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the Electrical Capacity, nor exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises. Tenant shall pay Landlord, as Additional Rent, at any time and from time to time, but no more frequently than monthly, for its consumption of electric power at the Premises, as provided in Sections 9.2(b) and 9.2(c).

(b) The calculations and determinations of the charges for electric power consumed by Tenant shall be based on the readings of one or more submeters to be installed by Landlord at Tenant’s expense, applied to Landlord’s Electricity Cost, as defined in Section 9.2(c). Tenant shall pay for electricity consumed as determined thereunder as measured and calculated from time to time by such submeter or submeters, plus Landlord’s charge for overhead and supervision, which charge shall not exceed four percent (4%) of such payment by Tenant. In addition, Tenant shall pay to Landlord, as Additional Rent (i) the fees and expenses

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of Landlord’s electrical contractor for services rendered by such contractor in the maintenance and repair of such submeter(s), and (ii) the amount of any taxes imposed by any Governmental Authority on Landlord’s receipts from the sale of electricity to Tenant. In the event that more that one submeter is used to measure Tenant’s consumption of electricity in the Premises, Tenant shall be billed only on the basis of the “totalized” demand, i.e., as though a single meter were measuring such usage.

(c) “Landlord’s Electricity Cost” means the cost per kilowatt hour and cost per kilowatt demand, adjusted by time of day factors, fuel adjustment charges and other applicable rate adjustments, to Landlord for the purchase of electricity from the public utility or other electricity provider furnishing electricity service to the Building from time to time (the “Electricity Provider”), including sales and other taxes imposed by any Governmental Authority on Landlord’s purchase of electricity. If at any time during the Term the cost elements comprising Landlord’s Electricity Cost shall be increased by the Electricity Provider, or Landlord’s Electricity Cost shall be increased for any other reason, then effective as of the date of such increase, Tenant’s payment for submetered electricity under this Section 9.2 shall be proportionately increased. Landlord reserves the right to contract with different Electricity Providers from time to time in its sole judgment, and without reference to whether any Electricity Provider selected by Landlord provides lower rates than any other electricity supplier. Currently, Landlord’s Electricity Cost is based upon Consolidated Edison Company’s Service Classification rate schedule S.C. #4 Rate II as in effect on the Commencement Date.

(d) In the event that Tenant’s total power requirements at the Premises, based on an annual review of Tenant’s consumption commencing on the second (2nd) anniversary of the Commencement Date and thereafter on each succeeding anniversary thereof, shall be less than 3,000 amperes (at 460/480 volts), Tenant shall pay to Landlord an annual sum equal to the fee, if any, which Landlord is obligated to pay to the Electricity Provider (as hereinafter defined), commonly known as a “use it or lose it” fee, for the availability of such excess capacity, presently payable by Landlord to the Electricity Provider at the rate of $[*] per unused ampere per annum.

(e) Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises and Tenant shall, upon the submission by Landlord to Tenant of written notice, promptly cease the use of any of Tenant’s electrical equipment which Landlord believes will cause Tenant to exceed such capacity. Any additional feeders, risers, electrical facilities and other such installations required for electric service to the Premises in excess of the Electrical Capacity will be supplied by Landlord, at Tenant’s expense, upon Landlord’s prior consent in each instance, provided that, in Landlord’s judgment, such additional electrical facilities and installations, feeders or risers are necessary and are permissible under Legal Requirements (including the New York State Energy Conservation Construction Code) and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with, or disturb, other tenants or occupants of the Building. In addition, Landlord shall have no obligation to consent to such additional feeders, risers, electrical facilities and installations if in Landlord’s judgment, the same would give Tenant a disproportionate amount of the electrical current supplied to the Building at the expense of, or in derogation of the needs of other tenants or occupants of the Building.

(f) Unless caused by Landlord’s gross negligence or willful misconduct, Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur as a result of the unavailability of or interruption in the supply of electric current to the Premises or a change in the quantity or character or nature of such current and such change, interruption or unavailability shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent (except that Tenant’s liability to pay Landlord for electricity under this Section 9.2 shall cease as of the date of such disturbance), or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

(g) Landlord reserves the right to discontinue furnishing electricity to Tenant in the Premises on not less than sixty (60) days’ notice to Tenant. If Landlord exercises such right to discontinue, or is compelled to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant, and Tenant shall have no further obligation to pay Landlord for electricity supplied to the Premises. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall arrange to obtain electricity directly from the Electricity Provider. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All meters and all additional panel boards, feeders, risers, wiring and other equipment which may be required by Tenant to obtain electricity directly from the Electricity Provider shall be installed by Landlord, at Tenant’s expense.

(h) If submetering of electricity in the Building is hereafter prohibited by any Legal Requirement, or by any order or ruling of the Public Service Commission of the State of New York, then Tenant shall apply, within ten (10) days of Tenant’s receiving notice thereof, to the Electricity Provider in order to obtain direct electric service, and Tenant shall bear all costs and expenses, as set forth in Section 9.2(h), necessary to comply with all rules and regulations of the Electricity Provider pertinent thereto, and from and after the date upon which Tenant procures direct electric service, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Section 9.2. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises, including Building feeders and risers, to the extent that the same are suitable and safe for such purposes.

Section 9.3 HEAT. (a) Landlord shall provide heat to the Premises on Business Days from 8:00 A.M. to 6:00 P.M., when required in Landlord’s judgment for the comfortable use and occupancy of the Premises, through use of the Building standard heating system (the “Building Heating System”).

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(b) Anything in this Section 9.3 to the contrary notwithstanding, and without limitation of Landlord’s obligations under Section 5.1 with respect to the repair of Building Systems, Landlord shall not be responsible if the normal operation of the Building Heating System shall fail to provide heat at reasonable temperatures uniformly to all interior portions of the Premises. Tenant at all times shall cooperate fully with Landlord and shall abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building Heating System.

(c) Landlord shall not be required to furnish heat during periods other than the hours and days set forth in this Section 9.3 for the furnishing and distributing of such services (“Overtime Periods”), unless Landlord has received advance notice from Tenant requesting such service not less than twenty-four (24) hours prior to the time when such service shall be required. Accordingly, if Landlord shall furnish heat to the Premises at the request of Tenant during Overtime Periods, Tenant shall pay Landlord, as Additional Rent within ten (10) days after demand, for such services at the standard rate then fixed by Landlord for the Building. Failure by Landlord to furnish or distribute heat or any other services during Overtime Periods shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent or Additional Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business or otherwise.

(d) Landlord shall have no obligation to provide air-conditioning or ventilation services to the Premises. Landlord agrees that Tenant shall have the right to use any air-conditioning systems forming part of the Existing Improvements, subject to the provisions of Section 4.1(b).

(e) Landlord will not unreasonably withhold its consent to the removal by Tenant of the existing louvers in the exterior curtain wall of the Building and the replacement of such louvers with Building standard windows. Notwithstanding the foregoing, Tenant shall not, without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute discretion, install additional exterior louvers or in any other way alter the exterior appearance of the Building, and Tenant agrees that all elements of the design and materials of any such louvers or other alterations that would be visible from the exterior of the Building shall be consistent with the exterior design and appearance of the Building, as determined by Landlord in its sole judgment.

Section 9.4 ELEVATORS. Landlord shall provide passenger elevator service to the Premises on Business Days from 8:00 A.M. to 6:00 P.M. and freight elevator facilities on a non-exclusive basis, on Business Days from 8:00 A.M. to 4:45 P.M., and shall have one passenger elevator available at all other times. Such elevator service shall be subject to such rules and regulations as Landlord may promulgate from time to time with respect thereto. Landlord shall have the right to change the operation or manner of operation of any of the elevators in the Building and/or to discontinue, temporarily or permanently, the use of any one or more cars in any of the passenger, freight or truck elevator banks.

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Section 9.5 CLEANING AND RUBBISH REMOVAL. Tenant shall, at Tenant’s sole cost, provide cleaning services at the Premises pursuant to reasonable rules and regulations established by Landlord from time to time, and use a cleaning contractor approved by Landlord. Tenant shall, at Tenant’s sole cost, provide refuse and rubbish removal service at the Premises at times, and pursuant to regulations, established by Landlord from time to time.

Section 9.6 WATER. Landlord shall furnish hot and cold water in such quantities as Landlord deems sufficient for ordinary drinking, lavatory and cleaning purposes to the Premises. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory, cleaning and drinking purposes, Landlord may install a hot water meter and a cold water meter and thereby measure Tenant’s consumption of water for all purposes. Tenant shall (a) pay to Landlord the cost of any such meters and their installation, (b) at Tenant’s expense, keep any such meters and any such installation equipment in good working order and repair, and (c) pay to Landlord, as Additional Rent, as and when billed therefor for water consumed, together with a charge for any required pumping or heating thereof, all sewer rents, charges or any other taxes, rents, levies or charges which now or hereafter are assessed, imposed or shall become a lien upon the Premises or the Real Property pursuant to law, order or regulation made or issued in connection with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system, and in default in making such payment Landlord may pay such charges and collect the same from Tenant.

Section 9.7 NO WARRANTY OF LANDLORD. Landlord does not warrant that any of the services to be provided by Landlord to Tenant hereunder, or any other services which Landlord may supply (a) will be adequate for Tenant’s particular purposes or as to any other particular need of Tenant or (b) will be free from interruption, and Tenant acknowledges that any one or more such services may be interrupted or suspended by reason of Unavoidable Delays. In addition, Landlord reserves the right to stop, interrupt or reduce service of the Building Systems by reason of Unavoidable Delays, or for repairs, additions, alterations, replacements, decorations or improvements which are, in the judgment of Landlord, necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Any such interruption or discontinuance of service, or the exercise of such right by Landlord to suspend or interrupt such service shall not (i) constitute an actual or constructive eviction, or disturbance of Tenant’s use and possession of the Premises, in whole or in part, (ii) entitle Tenant to any compensation or to any abatement or diminution of Fixed Rent or Additional Rent, (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any responsibility or liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions, replacements, decorations or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at “overtime” or other premium pay rates or to incur any other “overtime” costs or additional expenses whatsoever. Landlord shall not be required to furnish any services except as expressly provided in this Article 9.

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SECTION 9.8 ANTENNA EQUIPMENT

(a) Landlord will grant to Tenant, for Tenant’s own use and not for resale purposes, a non-exclusive license of sufficient space on the roof of the Building, at a location designated by Landlord in its sole discretion, for the construction, installation, operation and use by Tenant of up to six (6) antenna masts for the installation of cellular communications antennae or satellite dishes, none of which shall exceed ten feet (10’) in overall height or, in the case of satellite dishes, one (1) meter in width, for use in conjunction with Tenant’s equipment and facilities in the Premises, together with related cabling, mountings and supports for the foregoing (collectively, the “Antenna Equipment”), at a location or locations designated by Landlord, taking into account any reasonable “line of sight” requirements of Tenant.

(b) If the Antenna Equipment interferes with any equipment installed by Landlord or any tenant in the Building leasing space in the Building as of the date of this Lease, or interferes with the operation of the Building or the Building Systems, or if Landlord shall determine that the operation thereof (i) may cause a health hazard or danger to property, (ii) may not be in accordance with governmental or quasi-governmental standards for non-ionizing radiation for occupational or general public health levels, then Tenant, at its expense, shall take all steps necessary to eliminate such interference, and if Tenant shall fail to eliminate such interference, Tenant shall relocate the Antenna Equipment to another area on the roof designated by Landlord. In the event Tenant fails, within thirty (30) days after notice, to relocate or remove the Antenna Equipment, Landlord may do so, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

(c) Landlord makes no representation that the Antenna Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefor.

(d) Tenant shall pay to Landlord, as a fee for the Antenna Equipment (the “Antenna License Fee”) in a amount per month equal to the product of (i) of [*] and [*]/100 Dollars ($[*]), multiplied by (ii) the number of antenna masts installed by Tenant pursuant to Section 9.8(a). The Antenna License Fee shall be payable by Landlord in advance on the first day of each calendar month during the Term, and if the Term shall commence or terminate on other than the first day or last day, respectively, of a calendar month, the Antenna License Fee for such month shall be prorated based upon the actual number of days elapsed.

SECTION 9.9 EMERGENCY GENERATOR

(a) Landlord shall make up to 2,000 kilowatts (kW) of 460/480-volt emergency electric power service (“EPS”) available to Tenant for use in the Premises from the Building emergency electric generator system (collectively, the “Generator System”) as provided in this Section 9.9.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(b) Tenant shall pay Landlord for EPS as follows:

(i) Tenant shall pay the costs and expenses incurred by Landlord in making EPS available to the Premises, including the costs to furnish and install a transfer switch, if required, cabling and other devices necessary to connect the Generator System to the Premises, and the costs of testing, recertifying and repairing the Generator System, within thirty (30) days after demand by Landlord; and

(ii) Tenant shall pay an annual fee (the “EPS Fee”) for the period commencing on the date on which Landlord makes EPS available to the Premises through the Expiration Date, irrespective of whether or not emergency power is ever required or used by Tenant, in an amount equal to the product of (A) Landlord’s actual annual costs for the operation, maintenance and repair of the Generator System, multiplied by (B) a fraction, the numerator of which is 2,000, and the denominator of which is the total capacity, measured in kW, of the Generator System or, at Landlord’s option, of the portion thereof serving the Premises. At Landlord’s option, the EPS Fee shall be payable in monthly, quarterly, or annual installments, and in all cases shall be payable within thirty (30) days after demand by Landlord.

(c) Landlord shall supply EPS to Tenant only if there is an interruption or failure in the supply of electric current to the Premises, and under no other circumstances. Tenant shall be responsible for the payment of any occupancy tax, or any other tax (other than Landlord’s income tax) imposed upon the Additional Rent paid by Tenant pursuant to this Section 9.9.

(d) Tenant shall not transfer or assign the right to receive the EPS service described in this Section 9.9 except in connection with an assignment of this Lease consented to by Landlord as and to the extent required under Article 13, and under no circumstances shall this right be transferred or assigned to any party who is not a tenant under this Lease. Tenant acknowledges that the Generator System (and any replacement or substitute therefor), and all connections thereto, are and shall remain the sole property of Landlord and may not be removed by Tenant.

(e) Landlord shall have the right, in Landlord’s sole discretion, at any time and from time to time during the term of this Lease, upon not less than thirty (30) days prior written notice to Tenant, to relocate any of the generators comprising the Generator System to other areas of the Building, or to substitute different or additional generators for those comprising the Generator System as of the date hereof. Tenant shall cooperate with Landlord to effectuate any such relocation or substitution affecting the Generator System.

(g) Upon and subject to the provisions of this Lease, Landlord shall maintain and repair the Generator System, and shall maintain such service contracts and take such other actions as may be necessary in Landlord’s sole judgment to keep the Generator System in good working order; provided, however, that Landlord shall not be liable in any way to Tenant for any delay, interruption, failure, variation or defect in or with regard to the Generator System or EPS, and in no event shall Landlord be liable to Tenant for special, indirect or consequential damages which may result from any such delay, interruption, failure, variation or defect.

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Section 9.10 RAMP SPACE

(a) Landlord hereby grants to Tenant, for Tenant’s own use and not for resale purposes, a license of an area of the ramp on the 15th Street side of the Premises leading to the ground floor of the Building, as shown on Exhibit E to this Lease, containing approximately 2,479 usable square feet (the “Ramp Space”) for use by Tenant as (i) storage space, and (ii) for access to the Premises by individuals and vehicles, if permitted under applicable Legal Requirements. Tenant shall be solely responsible for (A) constructing such access doors, gates or other means of access to the Premises through the Ramp Space as required by Tenant and permitted under Legal Requirements, and (B) obtaining, at its expense, all required permits, approvals and certificates from all Governmental Authorities having or claiming jurisdiction with respect to Tenant’s use of the Ramp Space, and for compliance with all Legal Requirements applicable thereto, including the provisions of the certificate of occupancy from time to time issued for the Building. Without limitation of the foregoing, if any use of the Ramp Space by Tenant generates noise or exhaust fumes, then Tenant shall install sound attenuated acoustic enclosures reasonably satisfactory to Landlord designed to eliminate such noise or reduce such noise to acceptable levels, and adequate venting to eliminate such exhaust fumes from the Ramp Space and the Building.

(b) Tenant shall pay a license fee to Landlord for the Ramp Space, as Additional Rent in advance on the first day of each month during the Term, as follows (i) during the period from the Rent Commencement Date through the day before the fifth (5th) anniversary of the Rent Commencement Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]), and (ii) during the period from the fifth (5th) anniversary of the Rent Commencement Date through day before the tenth (10th) anniversary of the Rent Commencement Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]), and (iii) during the period from the tenth (10th) anniversary of the Rent Commencement Date through the Expiration Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]). All of the provisions of this Lease shall apply to the Ramp Space, including all provisions relating to compliance with Legal Requirements, insurance, indemnity, repairs and maintenance. The license granted to Tenant in this Section 9.10 shall not be assignable by Tenant separately from this Lease.

(c) Landlord shall not have any obligations with respect to the Ramp Space or compliance with any Legal Requirements (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto, nor shall Landlord be required to provide any services to the Ramp Space.

(d) The privileges granted Tenant under this Section 9.10 merely constitute a license and shall not, now or at any time after the installation of the Ramp Space, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof. The license granted to Tenant in this Section 9.10 shall continue until and automatically

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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terminate and expire upon the expiration or earlier termination of this Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination. For so long as this Lease shall be in full force and effect, Landlord will not terminate the license granted to Tenant hereby. Upon request by Landlord following the expiration or sooner termination of this Lease and the license granted to Tenant in this Section 9.10, Tenant, at Tenant’s expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document reasonably required by Landlord confirming the termination of Tenant’s right to use the Ramp Space.

ARTICLE 10. INSURANCE

Section 10.1 Tenant, at its expense, shall obtain and keep in full force and effect a policy of commercial general liability insurance under which Tenant is named as the insured and Landlord, Landlord’s managing agent for the Building, and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) are named as additional insureds, which insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent or any Lessors or Mortgagees named as additional insureds. Tenant’s primary commercial general liability policy shall contain a provision that the policy shall be noncancellable unless twenty (20) days’ written notice shall have been given to Landlord and Landlord shall similarly receive twenty (20) days’ notice of any material change in coverage. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $5,000,000 per location general aggregate limit; provided, however, that Landlord shall retain the right to require Tenant to increase said coverage to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by prudent landlords of comparable buildings in the City of New York, and provided further that Landlord shall require similar increases of other tenants of space in the Building comparable to the Premises, to the extent Landlord shall then have the right to do so under applicable leases. Tenant shall also obtain and keep in full force and effect during the Term, (a) insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “all risk” insurance policies with extended coverage, to Tenant’s Property and Tenant’s Alterations for the full insurable value thereof or on a replacement cost basis; (b) Workers’ Compensation Insurance, as required by law; (c) New York Disability Benefits Law Policy; and (d) such other insurance in such amounts as Landlord, any Mortgagee or Lessor may reasonably require from time to time. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a Best’s Rating” of “A-” and a “Financial Size Category” of at least “XI” or if such ratings are not then in effect, the equivalent thereof.

Section 10.2 (a) The parties hereto do hereby waive, any and all rights of recovery against the other, or against the officers, employees, partners, agents and representatives of the other, for loss of or damage to the property of the waiving party to the extent such loss or damage is insured against under any insurance policy carried by Landlord or

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Tenant hereunder. In addition, the parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and subject to obtaining such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, hereby agree not to make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation or consent to waiver provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation or consent to waiver provision. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Alterations (if any) or Tenant’s Property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

(b) As to each party hereto, provided such party’s right of full recovery under the applicable insurance policy is not adversely affected, such party hereby releases the other (its servants, agents, contractors, employees and invitees) with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damages or destruction of the type covered by such insurance with respect to its property by fire or other casualty i.e. in the case of Landlord, as to the Building, and, in the case of Tenant, as to Tenant’s Property and Tenant’s Alterations (including rental value or business interruption, as the case may be) occurring during the Term of this Lease.

Section 10.3 On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Article 10, including evidence of waivers of subrogation required pursuant to Section 10.2. Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

ARTICLE 11. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE

Section 11.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, Tenant shall give prompt notice thereof to Landlord, and the damage shall be repaired by and at the expense of Landlord to substantially the condition prior to the damage, including Tenant’s Alterations, but excluding Tenant’s Property. Until such repairs shall be substantially completed, Fixed Rent and Additional Rent shall, so long as Tenant shall not be in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.1, be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total area of the Premises. Tenant shall

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pay to Landlord all proceeds of insurance policies covering Tenant’s Alterations, and such proceeds shall be used by Landlord in the repair of Tenant’s Alterations. Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Property.

(b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant’s Alterations (or the payment by the Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord’s obligation to commence those repairs to Tenant’s Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant’s Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Alterations, as estimated by a reputable independent contractor designated by Landlord, exceeds the available insurance proceeds therefor. The amounts due in accordance with the preceding sentence constitute Additional Rent under this Lease and shall be payable by Tenant to Landlord upon demand.

Section 11.2 (a) Anything contained in Section 11.1 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then in any of such events, Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 11.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

(b) If this Lease is terminated pursuant to the provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant’s Alterations as provided in Section 11.1 (a). Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant with respect to any of Tenant’s Alterations. The balance of such proceeds, if any, shall be paid to Tenant.

Section 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall elect to restore the Premises, Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be twelve (12) months following the date of such damage or destruction, Tenant shall have the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date

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were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding anything set forth to the contrary in this Article 11, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein.

Section 11.4 This Article 11 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

ARTICLE 12. EMINENT DOMAIN

Section 12.1 If (a) all of the floor area of the Premises, or so much thereof as shall render the Premises wholly untenantable or not reasonably sufficient for Tenant to continue the normal and practical operation of its business, shall be acquired or condemned for any public or quasi-public use or purpose, or (b) a portion of the Real Property, not including the Premises, shall be so acquired or condemned, but by reason of such acquisition or condemnation, Tenant no longer has means of access to the Premises, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if that date were the Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Article 12, Fixed Rent and Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 12.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations, and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 12.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking and for any moving expenses, provided such award shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award made by it to Landlord.

Section 12.3 If only a part of the Real Property shall be so acquired or condemned then, subject to Section 12.1, this Lease and the Term shall continue in force and effect. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned so as to constitute tenantable Premises. From and after the date of the vesting of title, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation.

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ARTICLE 13. ASSIGNMENT AND SUBLETTING

Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance. If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void.

Section 13.2 If Tenant shall, at any time or from time to time, during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, which Tenant’s Notice shall set forth: (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive under such assignment, (b) with respect to a sublet of all or a part of the Premises (i) the dates upon which Tenant desires the sublease term to commence and expire, (ii) the rental rate and other material business terms upon which Tenant would sublet such premises, and (iii) a description of the Premises showing the portion to be sublet, the effective or commencement date of which shall be not less than sixty (60) nor more than one hundred and eighty (180) days after the giving of such notice, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, and (e) a true and complete copy of the proposed assignment or sublease and any other agreements relating thereto. Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (I) sublease such space (the “Leaseback Space”) from Tenant upon the terms and conditions set forth in Section 13.4, or terminate the Lease with respect to only the Leaseback Space, or (II) if the proposed transaction is (1) an assignment of this Lease or (2) a subletting of fifty percent (50%) or more of the rentable area of the Premises, terminate this Lease. Said options may be exercised by Landlord by notice given to Tenant at any time within thirty (30) days after Tenant’s Notice has been given by Tenant to Landlord, and during such thirty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other than Landlord.

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Section 13.3 If Landlord exercises its option to terminate this Lease with respect to all or a portion of the Premises pursuant to Section 13.2, then this Lease shall end and expire on the date that such assignment or sublease was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent due hereunder shall be paid and apportioned to such date. In such event, Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Following such termination, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant.

Section 13.4 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the product of (i) the lesser of (A) the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease, or (B) the rental rate per rentable square foot of rent and additional rent set forth in Tenant’s Notice, multiplied by (ii) the number of rentable square feet of the Leaseback Space, and shall be for the same term as that of the proposed subletting, and such sublease shall:

(a) be upon such other terms and conditions as are contained in Tenant’s Notice, and be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease, except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 13 to the contrary;

(b) give the subtenant the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the Term of this Lease less one day;

(c) provide that any assignee or further subtenant of Landlord or its designee, may, at Landlord’s option, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease; provided, however, that such assignee or subtenant shall, at its expense, repair any damage and injury caused by such removal; and

(d) provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or sublease by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant shall, at Tenant’s expense, at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord

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may, at Tenant’s expense, make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

Section 13.5 (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord, except as to any obligation which arises out of or results from the negligence or willful misconduct of Tenant, or any of its agents, servants or employees.

(b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

(c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or Landlord’s designee).

(d) Any consent required of Tenant, as Landlord under the sublease, shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, and any failure of Landlord (or its designee) to comply with the provisions of the sublease other than with respect to the payment of Fixed Rent and Additional Rent to Tenant, shall not constitute a default thereunder or hereunder if Landlord shall have consented to such non-compliance.

Section 13.6 In the event Landlord does not exercise either option provided to it pursuant to Section 13.2, and provided that no Event of Default shall have occurred and be continuing under this Lease as of the time Landlord’s consent is requested by Tenant, Landlord’s consent (which must be in writing and in form and substance satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed; provided, however, that:

(a) Tenant shall have complied with the provisions of Section 13.2 and Landlord shall not have exercised any of its options thereunder within the time permitted therefor;

(b) In Landlord’s judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building, and (ii) does not violate the restrictions set forth in Article 2;

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(c) The proposed assignee or subtenant is a reputable Person with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with evidence thereof reasonably satisfactory to Landlord;

(d) In the event Landlord has space in the Building available for lease, then (i) neither the proposed assignee or subtenant nor any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant, is then an occupant of any part of the Building, and (ii) the proposed assignee or subtenant is not a Person (or Affiliate of a Person) with whom Landlord or Landlord’s agent is then, or has been within the previous six (6) month period, negotiating in connection with rental of space in the Building;

(e) The form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 13, and Tenant shall deliver a true and complete original, fully executed counterpart of such sublease or other instrument to Landlord promptly upon the execution and delivery thereof;

(f) Tenant and its proposed subtenant or assignee, as the case may be, shall execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, setting forth the terms and conditions upon which Landlord shall have granted its consent to such assignment or subletting, and the agreement of Tenant and such subtenant or assignee, as the case may be, to be bound by the provisions of this Article 13;

(g) There shall not be more than five (5) occupants of the Premises (including Tenant);

(h) The amount of the aggregate rent to be paid by the proposed subtenant shall not be less than the then current market rent per rentable square foot for the Premises, determined as though the Premises were vacant, and the rental and other terms and conditions of the sublease shall be substantially the same as those contained in Tenant’s Notice;

(i) Tenant shall reimburse Landlord, as Additional Rent upon demand, for (A) the actual, out-of-pocket costs and expenses incurred by Landlord in connection with the assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the cost of reviewing plans and specifications proposed to be made in connection therewith, and (B) Landlord’s reasonable legal fees and disbursements incurred in connection with the granting of any requested consent and the preparation of Landlord’s written consent to the sublease or assignment;

(j) Tenant shall not have (i) advertised or publicized in any way the availability of the Premises without prior notice of and approval by Landlord, or (ii) listed the Premises for sublease or assignment with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease comparable space in the Building;

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(k) The proposed occupancy shall not impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant and such proposed subtenant or assignee shall agree with Landlord in writing to pay the costs of such additional services; and

(1) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.

Except for any sublease by Tenant to Landlord or its designee pursuant to this Article 13, each sublease pursuant to this Section 13.6 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease to Landlord or any such sublease to any other subtenant, or any acceptance of Fixed Rent or Additional Rent by Landlord from any subtenant, Tenant will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on Tenant’s part to be observed and performed, and for all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under Section 13.2, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and disbursements) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant arising from or in connection with such proposed assignment or subletting, or by any brokers or other Persons (with whom Tenant or its proposed assignee or subtenant may have dealt) claiming a commission or similar compensation in connection with the proposed assignment or sublease.

Section 13.7 In the event that (a) Landlord fails to exercise either of its options under Section 13.2 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 13.2 before assigning this Lease or subletting all or part of the Premises.

Section 13.8 With respect to each and every sublease authorized by Landlord under the provisions of this Lease, it is further agreed that:

(a) No sublease shall be for a term ending later than one day prior to the Expiration Date of this Lease;

(b) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord and approved in writing by Landlord; and

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(c) Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s Fixed Rent or of any Additional Rent, or (iv) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Article 13. The provisions of this Article 13 shall be self-operative and no further instrument shall be required to give effect to this provision.

Section 13.9 If Landlord shall consent to any assignment of this Lease or to any sublease, or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent:

(a) In the case of an assignment, on the effective date of the assignment, an amount equal to (i) all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (including sums paid for Tenant’s Property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such assignment; or

(b) In the case of a sublease, an amount equal to (i) all rents, additional charges or other consideration payable to Tenant under the sublease in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including sums paid for the sale or rental of Tenant’s Property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such sublease. The sums payable under this clause shall be paid by Tenant to Landlord as Additional Rent as and when payable by the subtenant to Tenant.

Section 13.10 (a) If Tenant is a corporation (but not a public corporation), the provisions of Section 13.1 shall apply to a transfer (by one or more transfer(s)), of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of

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this Lease. It is expressly understood that the term “transfer(s)” shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by Persons which do not hold a majority of the stock of Tenant on the date hereof. The foregoing shall not apply to, and Landlord’s consent shall not be required for, transactions with a corporation or other business entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred; provided, however, that (i) such transfer shall have been made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease, (ii) the successor to Tenant shall have a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of (A) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (B) the net worth of Tenant herein named on the date of this Lease, and (iii) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

(b) If Tenant is a partnership, the provisions of Section 13.1 shall apply to a transfer (by one or more transfers) of a majority interest in the partnership, as if such transfer were an assignment of this Lease.

(c) The limitations set forth in this Section 13.10 shall be deemed to apply to subtenant(s), assignee(s) and Guarantor(s) of this Lease, if any, and any transfer by any such Person in violation of this Section 13.10 shall be deemed to be a transfer in violation of Section 13.1.

(d) A modification, amendment or extension of a sublease shall be deemed a sublease for the purposes of Section 13.1, and a takeover agreement shall be deemed a transfer of this Lease for the purposes of Section 13.1.

Section 13.11 Tenant may, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, permit any Affiliate of Tenant to sublet all or part of the Premises for any Permitted Use, or assign this Lease to any Affiliate, subject however to compliance with Tenant’s obligations under this Lease. Such sublease shall not be deemed to vest in any such Affiliate any right or interest in this Lease or the Premises nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder.

Section 13.12 (a) Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 13.1 or without Landlord’s consent to the extent permitted under Sections 13.10 and 13.11, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed from and after the effective date of such assignment or transfer, and whereby the assignee shall agree that the provisions in Section 13.1 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers.

(b) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any

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respect by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, extending the time, or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, to enforce any of the obligations of this Lease.

(c) The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of Premises or to the use or occupancy thereof by others. Any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by notice to Tenant, provided that Landlord shall not unreasonably revoke such privilege as to any Affiliate of Tenant, or any subtenant of Tenant or assignee of this Lease approved by Landlord pursuant to this Article 13.

ARTICLE 14. ACCESS TO PREMISES

Section 14.1 Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain concealed ducts, pipes and conduits in and through the Premises, provided that Landlord will not thereby reduce the rentable area of the Premises, other than to a de minimis extent. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times upon reasonable prior notice (except no such prior notice shall be required in case of emergency), which notice may be oral, to examine the same, to show them to prospective purchasers, Mortgagees, Lessors or lessees of the Building and their respective agents and representatives or prospective tenants of the Premises, and to make such repairs, alterations, improvements or additions (a) as Landlord may deem necessary or desirable to the Premises or to any other portion of the Building, or (b) which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to make or perform under this Lease, or (c) for the purpose of complying with Legal Requirements, and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and Fixed Rent and Additional Rent will not be abated while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise.

Section 14.2 If Tenant shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s agents may enter the same without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Building or any part thereof, other than as herein provided.

Section 14.3 Landlord shall have the right from time to time to alter the Building and, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly

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known; provided, however, that Landlord shall not make any permanent alterations which will deny or substantially interfere with Tenant’s access to the Premises from the public areas of the Building. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances other than doors and entrances solely servicing the Premises), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in connection with any actions by Landlord permitted under this Section 14.3; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

ARTICLE 15. CERTIFICATE OF OCCUPANCY

Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5) days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a material covenant of this Lease and Landlord shall have the right to terminate this Lease immediately, and in addition thereto shall have the right to exercise any and all rights and privileges and remedies given to Landlord by and pursuant to the provisions of Articles 16 and 17.

ARTICLE 16. DEFAULT

Section 16.1 Each of the following events shall be an “Event of Default” hereunder:

(a) if Tenant defaults in the payment when due of any installment of Fixed Rent, or in the payment when due of any Additional Rent, and such default continues for a period of five (5) days after notice thereof from Landlord; provided, however, that if Tenant shall default after such notice in the timely payment of Fixed Rent or Additional Rent, and any such Event of Default shall occur more than three (3) times in any period of 12 months, then, notwithstanding that such Events of Default shall have each been cured within the applicable period provided above, upon any further similar default, Landlord may serve a three days’ notice of termination upon Tenant without affording to Tenant an opportunity to cure such further default; or

(b) if Tenant’s interest in this Lease is transferred in violation of Article 13; or

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(c) if the Premises or a substantial portion thereof becomes permanently vacant or abandoned; or

(d) (i) if Tenant or any Guarantor admits in writing its inability to pay its debts as they become due; or

(ii) if Tenant or any Guarantor commences or institutes any case, proceeding or other action (A) seeking relief as a debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

(iii) if Tenant or any Guarantor makes a general assignment for the benefit of creditors; or

(iv) if any case, proceeding or other action is commenced or instituted against Tenant or any Guarantor (A) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which either (A) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect or (B) remains undismissed for a period of one hundred twenty (120) days; or

(v) if any case, proceeding or other action is commenced or instituted against Tenant or any Guarantor seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within one hundred twenty (120) days from the entry thereof; or

(vi) if Tenant or any Guarantor takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (ii), (iii), (iv) or (v) of this Subsection 16.1(d); or

(vii) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant or any Guarantor, which appointment is not vacated or effectively stayed within seven (7) Business Days, or if any such vacating or stay does not thereafter remain in effect; or

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(e) if Tenant defaults in the observance or performance of any other term, covenant or condition of this Lease on Tenant’s part to be observed or performed and Tenant fails to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or, if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days, if Tenant fails to commence to remedy such default within such thirty-day period, or fails thereafter to diligently prosecute to completion all steps necessary to remedy such default;

(f) if Tenant or any Affiliate of Tenant defaults beyond applicable grace and notice periods in the payment of any fixed rent or additional rent under any other lease of space in the Building, or if any such lease is terminated by Landlord as a result of a default by the tenant thereunder;

(g) if Tenant fails to deliver the Replacement Guaranty (as defined in Section 29.1), duly executed and acknowledged by Successor, within ten (10) Business Days after the Effective Date; or

(h) if any Guarantor defaults beyond applicable grace and notice periods in the payment or performance of any of its obligations under any Guaranty.

Section 16.2 (a) If an Event of Default occurs, Landlord may at any time thereafter give written notice to Tenant stating that this Lease and the Term shall expire and terminate on the date specified in such notice, which date shall not be less than seven (7) days after the giving of such notice. If Landlord gives such notice, this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as if the date set forth in such notice were the Fixed Expiration Date and Tenant immediately shall quit and surrender the Premises, but Tenant shall remain liable as hereinafter provided. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 16.1(d), or by federal or state statute, then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on seven (7) days’ notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration of said seven (7) day period this Lease shall cease and expire as set forth above and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Premises as aforesaid.

Section 16.3 If, at any time, (a) Tenant shall comprise two (2) or more Persons, (b) Tenant’s obligations under this Lease shall have been guaranteed by any Person other than Tenant, or (c) Tenant’s interest in this Lease shall have been assigned, the word “Tenant,” as used in Section 16.1(d), shall be deemed to mean any one or more of the Persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord

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from or on behalf of Tenant during the pendency of any proceeding of the types referred to in Section 16.1(d) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Fixed Rent and/or Additional Rent or a waiver on the part of Landlord of any rights under this Lease.

ARTICLE 17. REMEDIES AND DAMAGES

Section 17.1 (a) If an Event of Default shall occur, and this Lease and the Term shall expire and come to an end as provided in Article 16:

(i) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such Event of Default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by legal force or other legal means (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other Persons from the Premises and remove any and all of their property and effects from the Premises; and

(ii) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(b) Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all Persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such Persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,” re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event

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of a breach or threatened breach by Tenant, or any Persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The rights to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 17.2 (a) If this Lease and the Term shall expire and come to an end as provided in Article 16, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1, or by or under any summary proceeding or any other action or proceeding, then, in any of such events:

(i) Tenant shall pay to Landlord all Fixed Rent and Additional Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(ii) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (the “Deficiency”) between (A) Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry), and (B) the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 17.1(a)(ii) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and with such reletting including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting). Tenant shall pay the Deficiency in monthly installments on the days specified in this Lease for payment of installments of Fixed Rent, and Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise. No suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(iii) whether or not Landlord shall have collected any monthly Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as and for liquidated and agreed final damages, a sum equal (A) to the amount by which the Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry) exceeds (B) the then fair and reasonable rental value of the Premises, including Additional Rent for the same period, both discounted to present value at the rate of four percent (4%) per annum less (C) the aggregate amount of Deficiencies previously collected by Landlord pursuant to the provisions of Section 17.2(a)(ii) for the same period. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, Landlord shall have relet the Premises or any part thereof for the

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period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of net rents collected in connection with such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(b) If Landlord shall relet the Premises, or any part thereof, together with other space in the Building, the net rents collected under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section 17.2. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained in Article 16 or this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

ARTICLE 18. FEES AND EXPENSES

Section 18.1 If an Event of Default shall occur under this Lease or if Tenant shall do or permit to be done any act or thing upon the Premises which would cause Landlord to be in default under any Superior Lease or Mortgage, or if Tenant shall fail to comply with its obligations under this Lease and the preservation of property or the safety of any tenant, occupant or other person is threatened, Landlord may, after reasonable prior notice to Tenant except in an emergency, perform the same for the account of Tenant or make any expenditure or incur any obligation for the payment of money for the account of Tenant. All amounts expended by Landlord in connection with the foregoing, including reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding or recovering possession, and the cost thereof, with interest thereon at the Default Rate, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefor.

Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent and/or Additional Rent when due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent and/or Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum equal to interest at the Default Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment.

ARTICLE 19. NO REPRESENTATIONS BY LANDLORD

Except as expressly set forth in this Lease, Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to (a) the rentable and usable areas of the Premises or the Building, (b) the amount of any current or future Labor Rates or Taxes, (c) the compliance with applicable Requirements of the Premises or the Building, or (d) the suitability of the Premises for any particular use or purpose. No rights, easements or licenses are acquired by Tenant under this Lease, by implication or otherwise, except as expressly set forth herein. This Lease (including any Exhibits referred to herein and all supplementary agreements provided for herein) contains the entire agreement between the parties and all understandings and agreements previously made between Landlord and Tenant are

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merged in this Lease, which alone fully and completely expresses their agreement. Tenant is entering into this Lease after full investigation, and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

ARTICLE 20. END OF TERM

Section 20.1 Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom-clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall remove all of Tenant’s Property and the Designated Alterations from the Premises as required under Section 3.3, and this obligation shall survive the expiration or sooner termination of the Term. If the last day of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall expire on the Business Day immediately preceding. Tenant expressly waives, for itself and for any Person claiming through or under Tenant, any rights which Tenant or any such Person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20.

Section 20.2 Tenant acknowledges that Tenant or any subtenant of Tenant remaining in possession of the Premises after the expiration or earlier termination of this Lease would create an unusual hardship for Landlord and for any prospective tenant. Tenant, therefore, covenants that if for any reason Tenant or any subtenant of Tenant shall fail to vacate and surrender possession of the Premises or any part thereof on or before the expiration or earlier termination of this Lease and the Term, then Tenant’s continued possession of the Premises shall be as a “month-to-month” tenant, during which time, without prejudice and in addition to any other rights and remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over, an amount equal to (i) one hundred fifty percent (150%) of the total monthly amount of Fixed Rent and Additional Rent payable hereunder immediately prior to such termination (the “Existing Rent”) for the first thirty (30) days during which Tenant holds over, and (ii) two hundred percent (200%) of the Existing Rent thereafter. The provisions of this Section 20.2 shall not in any way be deemed to (a) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease or (b) imply any right of Tenant to use or occupy the Premises upon expiration or termination of this Lease and the Term, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. Tenant’s obligations under this Article shall survive the expiration or earlier termination of this Lease.

ARTICLE 21. QUIET ENJOYMENT

Provided no Event of Default has occurred and is continuing, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease.

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ARTICLE 22. NO WAIVER; NON-LIABILITY

Section 22.1 No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and, subject to the provisions of Section 10.2, neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise.

Section 22.2 The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all of the force and effect of an original violation. The receipt by Landlord of Fixed Rent and/or Additional Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or any Additional Rent shall be deemed to be other than on account of the next installment of Fixed Rent or Additional Rent, as the case may be, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Fixed Rent or Additional Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Fixed Rent or Additional Rent or pursue any other remedy in this Lease provided. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

Section 22.3 (a) Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable

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for any latent defect in the Premises or in the Building (except that Landlord shall be required to repair the same to the extent provided in Article 5). Nothing in the foregoing shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 28 in order to recoup for payments made to compensate for losses of third parties.

(b) If, at any time or from time to time, any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever, or any of such windows are permanently closed, darkened or bricked-up if required by any Legal Requirement or related to any construction upon property adjacent to the Real Property by parties other than Landlord, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or Additional Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction or constructive eviction of Tenant from the Premises.

ARTICLE 23. WAIVER OF TRIAL BY JURY

The respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding (unless failure to impose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may have been or will be brought in any other court by Tenant.

ARTICLE 24. INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay Fixed Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed will not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident, or by any cause whatsoever reasonably beyond Landlord’s control, including laws, governmental preemption in connection with a national emergency or by reason of any Legal Requirements or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (“Unavoidable Delays”).

ARTICLE 25. BILLS AND NOTICES

Except as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications given or required to be given under this Lease shall be in writing and shall be deemed sufficiently given or rendered if

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delivered by hand (against a signed receipt), sent by a nationally recognized overnight courier service, or sent by registered or certified mail (return receipt requested) and addressed:

if to Tenant, (a) at Tenant’s address at the Premises, with a copy to: Global Crossing Telecommunications, Inc., 1080 Pittsford-Victor Road, Pittsford, New York 14534, Attention: Real Estate Group, with a copy to: Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Office of the General Counsel, or (b) at any place where Tenant or any agent or employee or Tenant may be found if mailed subsequent to Tenant’s abandoning or surrendering the Premises; or

if to Landlord, as follows: 111 Chelsea LLC, c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Mr. Paul Pariser, with a copy to: Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Eric Asmundsson, Esq.

Any such bill, statement, consent, notice, demand, request or other communication given as provided in this Article 25 shall be deemed to have been rendered or given (i) on the date when it shall have been hand delivered, (ii) three (3) Business Days from the date when it shall have been mailed, or (iii) one (1) Business Day from the date when it shall have been sent by overnight courier service.

ARTICLE 26. RULES AND REGULATIONS

Landlord reserves the right, from time to time, to adopt additional reasonable and non-discriminatory Rules and Regulations and to amend the Rules and Regulations then in effect. Tenant and Tenant’s contractors, employees, agents, and licensees shall comply with the Rules and Regulations, as so supplemented or amended. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees. Landlord will not discriminate against Tenant in its enforcement of the Rules and Regulations. If there shall be any inconsistencies between this Lease and the Rules and Regulations, the provisions of this Lease shall prevail.

ARTICLE 27. BROKER

Section 27.1 Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker in connection with this Lease other than CB/Richard Ellis, Inc. (“Broker”) and that to the best of its knowledge and belief, no other broker, finder or similar Person procured or negotiated this Lease or is entitled to any fee or commission in connection herewith. Landlord has agreed to pay a commission to Broker pursuant to a separate written agreement.

Section 27.2 Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Broker) arising out of

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any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, or the above representation being false. The provisions of this Article 27 shall survive the expiration or earlier termination of the Term of this Lease.

ARTICLE 28. INDEMNITY

Section 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Tenant shall defend, indemnify and save harmless Landlord from and against (a) all claims of whatever nature against Landlord arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors, (b) all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, except to the extent resulting from the gross negligence or willful misconduct of Landlord, its employees, agents, or contractors, (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant’s agents, employees, and (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

Section 28.2 Tenant agrees to defend, indemnify and hold harmless Landlord and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including attorneys’ and consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against Landlord or any such party directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim relating in any way to Tenant’s operation or use of the Premises or the Building. The provisions of this Section 28.2 shall survive the expiration or sooner termination of this Lease.

ARTICLE 29. GUARANTY

Section 29.1 On or before the date of execution and delivery of this Lease, Tenant will deliver to Landlord the Guaranty, in the form of Exhibit C to this Lease. If such date is prior to the Effective Date, then the Guarantor shall be Global Crossing Holdings Ltd.; provided that within ten (10) Business Days after the Effective Date, Tenant shall cause Successor to execute and deliver to Landlord a replacement Guaranty, in the form of Exhibit C (the “Replacement Guaranty”), along with proof, reasonably satisfactory to Landlord, that

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Successor is the successor to all of the assets and business of Global Crossing Holdings Ltd. Time shall be of the essence as to Tenant’s obligation to deliver the Replacement Guaranty within ten (10) Business Days after the Effective Date.

ARTICLE 30. SECURITY DEPOSIT

Section 30.1 Tenant has deposited with Landlord the sum of [*] and [*]/100 Dollars ($[*]) as security for the full and faithful performance of all of the obligations of Tenant under this Lease (all or any part of such amount, the “Security Deposit”). If an Event of Default shall occur under this Lease, Landlord may use, apply or retain all or any part of the Security Deposit for the payment of any Fixed or Additional Rent or any other sum in default or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of such Event of Default, or to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of such Event of Default. Tenant shall, within five (5) Business Days after notice from Landlord, deposit with Landlord cash or a letter of credit in an amount sufficient to restore the Security Deposit to the amount then required pursuant to the terms of this Article 30. Tenant’s obligation to make such payment shall be deemed a requirement that Tenant pay an item of Additional Rent, and Tenant’s failure to do so shall be a breach of this Lease. Landlord shall not, unless otherwise required under applicable Law, pay interest to Tenant on the Security Deposit, and if Landlord is required to maintain the Security Deposit in an interest bearing account, Landlord will retain the maximum amount permitted under applicable Laws as a bookkeeping and administrative charge. Tenant shall not assign or encumber any part of the Security Deposit, and no assignment or encumbrance by Tenant of all of any part of the Security Deposit shall be binding upon Landlord, whether made prior to, during, or after the Term. Landlord shall not be required to exhaust its remedies against Tenant or against the Security Deposit before having recourse to any other form of security held by Landlord, and recourse by Landlord to any portion of the Security Deposit shall not affect any remedies of Landlord provided in this Lease or available to Landlord under applicable Laws. So long as no Event of Default shall then have occurred and be continuing, the Security Deposit or any balance thereof shall be returned to Tenant reasonably promptly after the expiration or sooner termination (other than a termination pursuant to Article 16) of the Term and Tenant’s surrender to Landlord of the Premises.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Section 30.2 Tenant shall use all commercially reasonable efforts, subject to any required consents, approvals or authorizations from the Bankruptcy Court, to replace the cash Security Deposit deposited with Landlord pursuant to Section 30.1 with a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon any commercial bank, trust company, national banking association or savings and loan association having offices for banking and drawing purposes in the City of New York and which is a member of the New York Clearinghouse Association (the “Issuing Bank”). The Issuing Bank (or its parent company) shall have outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better by Standard & Poor’s Corporation, and has combined capital, surplus and undivided profits of not less than $500,000,000.00. The Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord (and substantially as shown on Exhibit F to this Lease), be for the account of Landlord, be in the amount of the Security Deposit then required to be deposited hereunder, and be fully transferable by Landlord to successor owners of the Building without the payment of any fees or charges, it being agreed that if any such fees or charges shall be so imposed, then such fees or charges, shall be paid by Tenant. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date of the Letter of Credit that the Issuing bank elects not to have such Letter of Credit renewed. Additionally, the Letter of Credit shall provide that Landlord shall have the right, exercisable at any time after Landlord’s receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the terms of this Article 30 as a cash security deposit pending the replacement Letter of Credit. If an Event of Default shall have occurred and be continuing under any provision of this Lease, including the provisions relating to the payment of Fixed Rent and Additional Rent, Landlord may apply or retain the whole or any pan of the cash security so deposited or may notify the Issuing Bank and thereupon receive all the monies represented by the Letter of Credit and use, apply, or retain the whole or any part of such proceeds as provided in this Section 30.2. Any portion of the cash proceeds of the Letter of Credit not so used or applied by Landlord in satisfaction of the obligations of Tenant as to which such Event of Default shall have occurred shall be deposited by Landlord and retained as a cash security deposit as provided in Section 30.1. If Landlord applies or retains any part of the cash security or proceeds of the Letter of Credit, as the case may be, Tenant shall, within five (5) Business Days after written demand, deposit with Landlord the amount so applied or retained so that Landlord shall have the full Security Deposit required pursuant to Section 30.1 on hand at all times during the Term. So long as no Event of Default shall then have occurred and be continuing, the Letter of Credit shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale or lease of Landlord’s interest in the Premises, within thirty (30) days of notice of such sale or leasing, Tenant, at Tenant’s expense, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, or have the Letter of Credit reissued in the name of the new landlord, and Landlord shall thereupon be released by Tenant from all liability for the return of the Letter of Credit; provided, however, that if the Letter of Credit is reissued, Landlord shall return the original Letter of Credit issued in Landlord’s name to Tenant.

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ARTICLE 31. RENT MODIFICATIONS

Section 31.1 In consideration of certain transactions associated with the termination of the lease with Prior Tenant, Landlord hereby agrees that, so long as no Event of Default shall have occurred and be continuing under this Lease, Landlord hereby agrees to be responsible for, and Tenant shall not be obligated to pay, a portion of the Fixed Rent payable by Tenant hereunder, in the following amounts during the following periods:

(a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*];

(b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(c) During the period commencing on [*] and ending on [*], [*] and [*]/100 Dollars ($[*]);

(d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(e) During the period commencing on [*] and ending on [*], [*] and [*]/100 Dollars ($[*]); and

(f) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date.

Section 31.2 Upon the occurrence and during the continuation of an Event of Default, and following any termination of this Lease as a consequence of any Event of Default, Tenant shall be obligated to pay Fixed Rent in the full amounts set forth in Section 1.1, without giving effect to the provisions of this Section 31.2.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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ARTICLE 32. MISCELLANEOUS

Section 32.1 (a) The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and the transferee of Landlord’s interest in the Building or the Real Property, as the case may be, shall be deemed to have assumed all obligations under this Lease. Prior to any such sale, conveyance, assignment or transfer, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Exculpated Parties (defined below) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

(b) Notwithstanding anything contained herein to the contrary, Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and no partner, shareholder, director, officer, principal, employee or agent, directly or indirectly, of Landlord (collectively, the “Exculpated Parties”) shall be personally liable for the performance of Landlord’s obligations under this Lease. Tenant shall not seek any damages against any of the Exculpated Parties.

Section 32.2 Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

Section 32.3 (a) All of the Exhibits attached to this Lease are incorporated in and made a part of this Lease, but in the event of any conflict or inconsistency between the provisions of this Lease and the Exhibits, the provisions of this Lease shall control. As used in this Lease, unless expressly stated to the contrary: (i) the words “include”, “includes”, or “including” shall be deemed to be followed by the words “without limitation”, (ii) personal pronouns shall be deemed to include the other genders and the singular to include the plural, (iii) all references to notices to be given by or to a party shall be deemed to refer to written notices, (iv) all Article, Section and Exhibit references shall be deemed references to the Articles, Sections and Exhibits of this Lease, (v) if a party has agreed in this Lease that it will not unreasonably withhold its consent or approval, such consent or approval shall not be unreasonably conditioned or delayed, (vi) whenever a financial obligation is stated to be at a party’s expense, such obligation shall be at such party’s sole cost and expense, and (vii) when a period of time is stated in this Lease as commencing or ending on specified dates, such period of time shall be deemed (A) inclusive of such stated commencement and ending dates, and (B) to commence at 12:00 a.m. Eastern Time on such stated commencement date and to end at 11:59 p.m. Eastern Time on such stated ending date. The captions used in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision hereof.

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(b) This Lease shall be governed in all respects by the laws of the State of New York applicable to agreements executed in and to be performed wholly within said State.

(c) If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(d) If at the commencement of, or at any time or times during the Term of this Lease, the Fixed Rent and Additional Rent reserved in this Lease shall not be fully collectible by reason of any Legal Requirement, Tenant shall enter into such agreements and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time during the continuance of such legal rent restriction be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction prior to the expiration of the Term, (i) Fixed Rent and Additional Rent shall become and thereafter be payable hereunder in accordance with the amounts reserved in this Lease for the periods following such termination, and (ii) Tenant shall pay to Landlord, if legally permissible, an amount equal to (A) the items of Fixed Rent and Additional Rent which would have been paid pursuant to this Lease but for such legal rent restriction less (B) the rents paid by Tenant to Landlord during the period or periods such legal rent restriction was in effect.

(e) The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns.

Section 32.4 Except as expressly provided to the contrary in this Lease, Tenant agrees that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of New York or the Federal courts sitting in New York City; and for that purpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Tenant hereby irrevocably appoints the Secretary of the State of New York as its authorized agent upon which process may be served in any such action or proceeding.

Section 32.5 Tenant hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Tenant may be entitled, and agrees not to assert any claims of any such immunities in any action brought by Landlord under or in connection with this Lease. Tenant acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is a material inducement to Landlord to enter into this Lease.

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

LANDLORD:	111 CHELSEA LLC
	By:	Taconic Chelsea Holdings LLC, managing member
		By:	Taconic SL Principals LLC, managing member
			By:	/s/ Paul Pariser
				Paul E. Pariser, Principal
TENANT:	GLOBAL CROSSING TELECOMMUNICATIONS, INC.
	By:	/s/ David J. Showerman
	Name:	David J. Showerman
	Title:	VP, Real Estate

Tenant’s Federal Tax Identification Number:

36-3098226

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EXHIBIT A

FLOOR PLAN OF THE PREMISES

The floor plan that follows is intended solely to identify the general outline of the Premises, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

[DEPICTION OF FLOOR PLAN]

EXHIBIT B

RULES AND REGULATIONS

1. The rights of tenants in the entrances, corridors, elevators of the Building are limited to ingress to and egress from tenants’ premises for tenants and their employees, licenses and invitees, and no tenant shall use, or permit the use of, the entrances, corridors, or elevators for any other purpose. No tenant shall invite to such tenant’s premises, or permit the visit of, persons in such numbers or under such conditions as to interfere with the use and enjoyment of any of the entrances, corridors, elevators and other facilities of the Building by other tenants. Fire exits and stairways are for emergency use only, and shall not be used for any other purposes by the tenants, their employees, licensees or invitees. No tenant shall encumber or obstruct, or permit the encumbrance or obstruction of, any of the sidewalks, entrances, corridors, elevators, fire exits or stairways of the Building. Landlord reserves the right to control and operate the public portions of the Building and the public facilities, as well as facilities furnished for the common use of tenants, in such manner as it reasonably deems best for the benefit of tenants generally.

2. Tenant’s employees shall not loiter around the hallways, stairways, elevators, front, roof or any other part of the Building used in common by the occupants thereof.

3. Tenant shall not alter the exterior appearance of the Building by installing signs, advertisements, notices or other graphics on exterior walls, without prior written permission from Landlord. Similarly, electrical fixtures hung in offices or other spaces along the perimeter of the Building which affect its exterior appearance must be fluorescent and a quality, type, design and bulb color, previously approved in writing by Building management.

4. Subject to Section 11.2 of this Lease, the cost of repairing any damage to the public portions of the Building or the public facilities or to any facilities used in common with other tenants, caused by a tenant or the employees, licensees or invitees of the tenant, shall be paid by such tenant.

5. Except as specifically provided in the Lease, Tenant shall have no right of access to the roof of the Building and shall not install, repair or replace any satellite dish, antennae, fan, air conditioner or other devices on the roof of the Building without the prior written consent of Landlord. Any such device installed without such written consent shall be subject to removal, at Tenant’s expense, without notice, at any time.

6. Exterior signs on doors and any directory tablet must be approved by Landlord, which approval shall not be unreasonably withheld.

7. No awnings or other projections over or around the windows shall be installed by any tenant and only such window blinds as are permitted by Landlord shall be used in any tenant’s premises.

8. No acids, vapors or other materials shall be discharged or permitted to be discharged into the waste lines, vents or flues of the Building. The water and service closets and other plumbing fixtures in or serving any tenant’s premises shall not be used for any purpose other than the purpose for which they were designed or constructed and no sweepings, rubbish, rags, acids or other foreign substances shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

9. Tenant shall not disturb others. This rule prohibits any noise audible from the hallway, adjoining office suites or outside whether created by musical instruments, radios, television sets, group activities or any other source. Notwithstanding the foregoing, Tenant may hold holiday parties and other parties and receptions in the Premises, provided that Tenant shall not unreasonably disturb any other tenants or other occupants of the Building.

10. All hand trucks used in the Building shall be equipped with rubber tires and side guards.

11. No tenant shall install wires, conduit, sleeves or similar installations in Building shaftways without prior written consent of Landlord, and as Landlord may direct.

12. Each tenant shall, at its expense, provide artificial light in the premises demised to such tenant for Landlord’s agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations therein.

13. Tenants shall not permit any cooking or food odors emanating from their demised premises to be detectable in any other portions of the Building.

14. Tenants shall coordinate entrance door locks with the Building’s master lock system. Upon vacating the Building, tenants must return keys to storerooms, offices and toilets or pay replacement costs.

15. All entrance doors in each tenant’s premises shall be left locked when the tenant’s premises are not in use. Entrance doors shall not be left open at any time.

16. Tenants shall not keep pets, bicycles, or other vehicles in their premises without prior written approval by Landlord. Exceptions are made for seeing-eye dogs and conveyances required by handicapped persons.

17. Regular suppliers of outside services must be approved by Building management, which may establish hours or other conditions for entrance to the Building. Such suppliers include vendors of food, spring water, ice, towels, barbering, shoe shining and other products and services.

18. Canvassing, soliciting and peddling of products or services are prohibited in the Building, and tenants shall cooperate with Landlord in attempting to prevent such acts in the Building.

19. Landlord may refuse admission to the Building outside of normal hours to any person not having a pass issued by Landlord or not properly identified, and may require all persons admitted to or leaving the Building outside of normal business hours to register. Tenant’s employees, agents and visitors shall be permitted to enter and leave the Building whenever appropriate arrangements have been previously made between Landlord and Tenant. Each tenant shall be responsible for all persons for whom such person requests such permission and shall be liable to Landlord for all acts of such persons. Any person whose presence in the Building at any time shall, in the reasonable judgment of Landlord, be prejudicial to the safety, character, reputation and interests of the Building or its tenants may be denied access to the Building or may be rejected therefrom. In case of invasion, riot, public excitement or other commotion, Landlord may prevent all access to the Building during the continuance of the same, by closing the doors or otherwise, for the safety of the tenants and protection of property in the Building. Landlord may require any person leaving the Building with any package or other object to exhibit a pass from the tenant from whose premises the package or object is being removed, but the establishment and enforcement of such requirements shall not impose any responsibility on Landlord for the protection of any tenant against the removal of property from the premises of the tenant. Landlord shall in no way be liable to any tenant for injury or loss arising from the admission, exclusion or ejection of any person to or from the tenant’s premises or the Building under the provisions of this rule.

20. Tenant, at its expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of the Building Management Office, and shall employ such exterminators therefor as shall be approved by the Building Management Office. Such service may be provided by Tenant’s own employees, subject to the provisions of Section 4.5.

21. Tenant shall not serve alcoholic beverages in the premises unless Tenant shall have procured host liquor liability insurance, issued by companies and in amounts reasonably satisfactory to Landlord, naming Landlord and its managing agent as additional insureds.

22. The Building loading docks may be used only for loading and unloading procedures. Tenants may not use the loading dock area for parking. Tenants may not place any dumpsters at the loading docks or any other portion of the Building without the prior written approval of Landlord.

23. No shutdowns of any Building systems will be permitted without prior written approval of Landlord and supervision by the Building engineer.

24. Tenant’s contractors or vendors may not use any space within the Building outside the Premises for storage or moving of materials or equipment or for the location of a field office or facilities for the employees of such contractors or vendors without obtaining Landlord’s prior written approval for each such use. Landlord shall have the right to terminate such use and remove all such contractor’s or vendor’s materials, equipment and other property from such space, without Landlord being liable to tenant or to such contractor or vendor, and the cost of such termination and removal shall be paid by Tenant to Landlord.

25. Tenants are required to have a full service maintenance contract covering their supplemental HVAC, Uninterrupted Power Supply (UPS) and Automatic Transfer systems, and to provide copies of such contracts to the Building management office.

26. The Building reserves the right to restrict the use of certain materials (for example, Omega heads and piping manufactured in The Republic of China) in the Building based on notifications that declare the materials unsafe.

27. Trucks using the Tenant Shipping Platforms on the ground floor of the Building, and the upper floor truck lobbies, will load and discharge at the place or places thereat and therein as indicated by the duly authorized representative of Landlord in charge of such operation.

28. Elevators for freight handling service will be operated during Business Hours on Business Days, unless special arrangement is made with Landlord for operation at other times.

29. The use of the private right of way and the truck elevators will be subject to and under the reasonable direction and control of the duly authorized representative of Landlord in charge of such operation. When in the interest of continuity of service or in the interest of the common service, Tenant’s freight departing from or arriving at the Building by truck may at the direction of Landlord be handled over and through the Tenant Shipping Platforms on the ground floor and the freight elevators. Landlord reserves the right to direct such handling in lieu of truck elevator service.

30. In the interest of preserving the continuity of freight elevator service, freight will not be floored upon the freight elevator, but will at all times be handled and moved upon suitable vehicles of the indoor industrial wheeler type permitting such freight to be economically and expeditiously wheeled on and off the freight elevators. Freight which cannot be handled upon such equipment will be handled in such alternative manner as may be approved by Landlord.

31. (a) The Tenant Shipping Platforms located on first or ground floor of the Building are designed to accomplish the immediate transfer and movement of freight between the freight elevators and trucks. The use of such facility by Tenant or any of its agents, servants, employees, representatives or contractors will be confined to such purpose, under the reasonable direction and control of the duly authorized representative of Landlord in charge of such operation.

(b) No storage or holding of freight on such Tenant Shipping Platforms awaiting the arrival of trucks, or awaiting transfer by Tenant from such Tenant Shipping Platforms to the Premises, will be permitted. No automobiles of Tenant or any Tenant Party may enter on or be stored in any portion of the Building, except in areas designated by Landlord, and provided Tenant pays for such parking at rates designated by Landlord, its agents or parking lessees.

(c) Any violation of this rule or disregard of directions issued by Landlord will give Landlord the right to handle, transfer, remove or store such freight in or to other premises in the Building. When such handling, transfer, removal or storage is performed by Landlord, and when it shall be deemed necessary by Landlord to preserve the continuity of common service provided by this facility, any and all expense will be at Tenant’s expense. Landlord will not be responsible for any loss or damage which any such freight may suffer by such handling, removing or storage.

32. Neither Tenant nor any Tenant Party will at any time be permitted to operate any freight, passenger or truck elevator.

33. The Building is equipped with scuppers for carrying off water which may result from sprinkler operation or other causes. Tenant shall not, under any circumstances, deposit or permit to be deposited sweepings or any other rubbish in such scuppers, and Tenant will keep the scuppers within the Premises at all times free of any and all rubbish, sweepings, and other obstructions of any nature whatsoever.

34. Tenant shall not, under any circumstances, permit the accumulation of sweepings or any other rubbish in the expansion joints of the Building, or in any other portions of the Building outside of the Premises, and all such sweepings or rubbish shall be removed daily by Tenant in such manner as Landlord shall direct. Tenant will keep the Building’s expansion joints free of any and all rubbish, sweepings and any other obstruction of any nature whatsoever. Tenant will not place machinery or equipment in a position so that such machinery or equipment straddles an expansion joint, or erect a partition which intersects an expansion joint, unless one end of such machinery, equipment or partition is free to permit the expansion and contraction of such expansion joint.

35. If any electrical or telephone installations made or operated by Tenant shall emit any electromagnetic interference, Tenant shall immediately discontinue use of such installations until such electromagnetic interference is eliminated to Landlord’s satisfaction.

36. Landlord reserves the right at any time and from time to time, to rescind, alter, waive, modify, add to or delete, in whole or in part, any of these Rules and Regulations in order to protect the comfort, convenience and safety of all tenants at the Building. Tenant shall not have any rights or claims against Landlord by reason of non- enforcement of these rules and regulations against any tenant, and such non-enforcement will not constitute a waiver as to Tenant.

37. If there shall be any inconsistencies between the text of the main body of the Lease and these Rules and Regulations, the provisions of the Lease shall prevail.

EXHIBIT C

FORM OF GUARANTY

AGREEMENT AND GUARANTY

AGREEMENT AND GUARANTY (this “Guaranty”) made as of October , 2003, by [GLOBAL CROSSING HOLDINGS LTD.] [SUCCESSOR GUARANTOR], a Bermuda company with an office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda (“Guarantor”) to 111 CHELSEA LLC, a Delaware limited liability company with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 (“Landlord”).

WITNESSETH:

WHEREAS:

A. Landlord has been requested by Global Crossing Telecommunications, Inc., a Michigan corporation with an address at 1080 Pittsford-Victor Road, Pittsford, New York 14534 (“Tenant”), to enter into an Agreement of Lease, dated as of the date hereof (the “Lease”), whereby Landlord would lease to Tenant, and Tenant would hire and rent from Landlord a portion of the second (2nd) floor, as more particularly described in the Lease (the “Premises”), in the building known as 111 Eighth Avenue, New York, New York.

B. Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant, and will derive substantial benefit from the execution and delivery of the Lease.

C. Guarantor acknowledges that Landlord would not enter into the Lease unless this Guaranty accompanied the execution and delivery of the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged by Guarantor:

1. DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined have the meanings assigned to them in the Lease. For purposes of this Guaranty, the term “Governmental Authorities” shall, supplementing and in addition to the definition of such term in the Lease, be deemed to include Bermuda, a dependency of the United Kingdom, and any political subdivision, agency, department, commission, board, bureau or instrumentality thereof, now existing or hereafter created, having jurisdiction over Guarantor.

2. COVENANTS OF GUARANTOR

(a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Fixed Rent, Additional Rent and all other sums and charges payable by Tenant under the Lease, and (ii) the full and timely performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If an Event of Default shall occur under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to

Landlord when due all Fixed Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to the Lease or under applicable Legal Requirements.

(b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Fixed Rent, Additional Rent and any other sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon the Lease or any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound in any jurisdiction by a judgment in any Action by Landlord against Tenant, as if Guarantor were a party to such Action, even though Guarantor is not joined as a party in such Action.

3. GUARANTOR’S OBLIGATIONS UNCONDITIONAL

(a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance.

(b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease during any renewal, extension or holdover period.

(c) This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications or amendments of the Lease, (ii) any releases or discharges of Tenant other than the complete satisfaction and/or full release and complete discharge of all of the Obligations, (iii) any extension of time that may be granted by Landlord to Tenant, (iv) any assignment or transfer of all of any part of Tenant’s interest under the Lease, (v) any subletting of the Premises, (vi) any changed or different use of the Premises, (vii) any other dealings or matters occurring between Landlord and Tenant, (viii) the taking by Landlord of any additional guarantees from other persons or entities, (ix) the releasing by Landlord of any other guarantor, (x) Landlord’s release of any security provided under the Lease, or (xi) Landlord’s failure to perfect any landlord’s lien or other security interest available under applicable Legal Requirements. Guarantor hereby consents, prospectively, to Landlord’s taking or entering into any or all of the foregoing actions.

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4. WAIVERS OF GUARANTOR

(a) Guarantor waives (i) notice of acceptance of this Guaranty, (ii) notice of any actions taken by Landlord or Tenant under the Lease or any other agreement or instrument relating thereto, (iii) notice of any and all defaults by Tenant in the payment of Fixed Rent, Additional Rent or other charges, or of any other defaults by Tenant under the Lease, (iv) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations, omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving Guarantor of its obligations hereunder, and (v) any requirement that Landlord protect, secure, perfect or insure any security interest or lien, or any property subject thereto, or exhaust any right or take any action against Tenant or any other Person or any collateral.

(b) Guarantor waives trial by jury of any and all issues arising in any Action upon, under or in connection with this Guaranty, the Lease, the Obligations, and any and all negotiations or agreements in connection therewith.

5. SUBROGATION. Until such time as the Obligations shall be satisfied in full, Guarantor waives and disclaims any claim or right against Tenant by way of subrogation or otherwise in respect of any payment that Guarantor may be required to make hereunder, to the extent that such claim or right would cause Guarantor to be a “creditor” of Tenant for purposes of the United States Bankruptcy Code (11 U.S.C. §101 et seq., as amended), or any other Federal, state or other bankruptcy, insolvency, receivership or similar Legal Requirement. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall hold such amount in trust for Landlord and shall pay such amount to Landlord immediately following receipt by Guarantor, to be applied against the Obligations, whether matured or unmatured, in such order as Landlord may determine. Guarantor hereby subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease.

6. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and warrants that:

(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.

(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.

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(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.

(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.

(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.

(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.

(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.

(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.

(i) (i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.

[(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]

7. NOTICES. All consents, notices, demands, requests, approvals or other communications given under this Guaranty shall be given as provided the Lease, as follows:

(a) if to Guarantor at Guarantor’s address set forth on the first page of this Guaranty, with a copy to: Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Office of the General Counsel; and

(b) if to Landlord, as follows: 111 Chelsea LLC, c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Mr. Paul Pariser, with a copy to: Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Eric Asmundsson, Esq.; or

4

to such other addresses as either Landlord or Guarantor may designate by notice given to the other in accordance with the provisions of this Section 7.

8. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES

(a) Guarantor hereby irrevocably (i) submits to the jurisdiction of any New York State or Federal court sitting in New York County, New York in any Action arising out of or relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Guarantor hereby irrevocably appoints Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Corporate Secretary (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any such Action by the mailing of copies of such process to Guarantor at its address specified in Section 7. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted under Legal Requirements.

(b) Guarantor irrevocably waives, to the fullest extent permitted by Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such Action brought any of the courts described in Section 8(a), (ii) any claim that any such Action brought in any such court has been brought in an inconvenient forum, or (iii) any claim that Guarantor is not personally subject to the jurisdiction of any such courts. Guarantor agrees that final judgment in any such Action brought in any such court shall be conclusive and binding upon Guarantor and may be enforced by Landlord in the courts of any state, in any federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment.

(c) Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Legal Requirements, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions.

(d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is a material inducement to Landlord to enter into the Lease.

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(e) Guarantor agrees to execute, deliver and file all such further instruments as may be necessary under the laws of the State of New York, in order to make effective (i) the appointment of the Process Agent, (ii) the consent by Guarantor to jurisdiction of the state courts of New York and the federal courts sitting in New York County, New York, and (iii) all of the other provisions of this Section 8.

9. MISCELLANEOUS

(a) The provisions, covenants and guaranties of this Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns, and shall not be deemed waived or modified unless such waiver or modification is specifically set forth in writing, executed and delivered by each of Landlord or its successors and assigns and Guarantor or its successors and assigns.

(b) Whenever the words “include”, “includes”, or “including” are used in this Guaranty, they shall be deemed to be followed by the words “without limitation”, and, whenever the circumstances or the context requires, the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. All Section references shall be deemed references to the Sections of this Guaranty. This Guaranty shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question.

(c) The provisions of this Guaranty shall be governed by and interpreted solely in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of October     , 2003.

GUARANTOR:

[GLOBAL CROSSING HOLDINGS LTD.]

[SUCCESSOR GUARANTOR]

By:

Name:

Title:

6

STATE OF NEW YORK	)
	) ss.:
COUNTY OF	)

On the      day of                     , 2003, before me, the undersigned, personally appeared                                          , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in its capacity, and that by its signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

(Affix Notarial Stamp)

EXHIBIT D

INTENTIONALLY OMITTED

EXHIBIT E

FLOOR PLAN OF THE RAMP SPACE

The floor plan that follows is intended solely to identify the general outline of the Ramp Space, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

[DEPICTION OF FLOOR PLAN]

EXHIBIT F

FORM OF LETTER OF CREDIT

[LETTERHEAD OF ISSUING BANK]

LETTER OF CREDIT DEPARTMENT

Issue Date:                              , 200  

Our Number:                                       

111 Chelsea LLC

c/o Taconic Investment Partners LLC

111 Eighth Avenue, New York, NY 10011

No.                                                                     

Irrevocable Commercial Letter of Credit

Applicant:        [Tenant]
Beneficiary:     111 Chelsea LLC
	c/o Taconic Investment Partners LLC
111 Eighth Avenue, New York, NY 10011
Amount (U.S.): $
Expiry:	, 200
	[The initial expiry date must occur at least one year after the Commencement Date.]

Gentlemen:

For the account of Applicant we hereby establish this Irrevocable Letter of Credit No.                      in your favor for an amount of up to $             effective immediately, available by your drafts at sight when accompanied by this Irrevocable Letter of Credit and Beneficiary’s statement, purportedly signed by an officer of Beneficiary or Beneficiary’s authorized managing agent, stating:

“The amount of this drawing under Irrevocable Letter of Credit No.              is being drawn pursuant to Lease dated                           200  , by and between 111 Chelsea LLC as Landlord and                                      as Tenant.”

All drafts must be marked “Drawn under                              Bank, Irrevocable Letter of Credit No.                      dated                          , 200  .”

It is a condition of this Irrevocable Letter of Credit that it shall be fully transferable by Beneficiary without any fees or charges payable by Beneficiary in connection therewith.

It is a condition of this Irrevocable Letter of Credit that it shall be automatically extended for additional periods of one year from the present or any future expiry date, unless at least thirty (30) days prior to such expiry date we notify you in writing by certified or registered mail, return receipt requested, at the above address, that we elect not to renew this Irrevocable Letter of Credit for such additional period. Upon receipt by you of such notice you may draw drafts on us at sight for an amount not to exceed the balance remaining in this Irrevocable Letter of Credit within the then applicable expiry date.

We hereby agree with you that drafts drawn under and in accordance with the terms of this Irrevocable Letter of Credit will be duly honored by us on delivery of this Irrevocable Letter of Credit and the document so specified, when presented at                              [address of Bank issuing this Letter of Credit - THIS ADDRESS MUST BE LOCATED IN NEW YORK CITY].

This credit is subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590; provided, however, that in the event the expiry date occurs during an interruption of our business of the type described in Article 17 of such publication, then such expiry date shall be deemed to be automatically extended until the date that is five (5) days after the resumption of our business.

Authorized Signature

Exhibit B

[DEPICTION OF FLOOR PLAN]

EX-10.13

EXHIBIT 10.13

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

FIRST AMENDMENT TO SUBLEASE

THIS AMENDMENT to SUBLEASE is made as of this 4 day of May 2006, by and between Global Crossing Telecommunications, Inc., a Michigan corporation with offices at 1080 Pittsford Victor Road, Pittsford, New York 14534 (“Sublessor”) and Switch & Data/NY Facilities Company LLC, a Delaware limited liability company with offices at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida 33607 (“Sublessee”).

WHEREAS, Sublessor is the Tenant of a building located at 111 Eighth Ave, New York, NY, (the “Building”) under that certain Lease dated, October 8, 2003, (the “Lease”) (a copy of the Lease is annexed hereto as Exhibit “A” and made a part hereof) (All capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.).

WHEREAS, Sublessor and Sublessee entered into a Sublease dated November 21, 2005 for the subletting of a certain portion of the Building on the second (2nd) floor.

WHEREAS, the Sublease provided in Section 11., entitled, “Option to Take Additional Space” that Sublessee had two options to exercise for additional space for subletting of an additional portion of the Building on the second (2nd) floor.

WHEREAS, Sublessee has delivered written notice of its exercise of the option for Room 112 (6,573 RSF) (“Expansion Space”) effective June 1, 2006.

NOW, THEREFORE, in consideration of the premises and the terms and conditions contained herein, Sublessor and Sublessee do hereby agree as follows:

1. PREMISES

Effective June 1, 2006 Sublessor hereby sublets and Sublessee hereby takes from Sublessor 6,573 rentable square feet (“RSF”) which includes a factor of .6023 to convert USF to RSF designated as Room 112 on Exhibit B to the Sublease under the same terms and conditions as the existing space under the Sublease. The terms and conditions in the base Sublease related to free rent, security deposit, and power allocation are excluded from this Amendment. The execution of this Amendment to sublease by Sublessor is conclusive evidence that Sublessee takes the Premises “as is”.

2. TENANT IMPROVEMENTS

All tenant improvements must be approved, in writing, by Sublessor. All modifications to electrical, mechanical and structural facilities must be designed by licensed engineers and submitted for approval to Sublessor with a complete set of design documents.

IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be signed by their authorized officers as of the date first above written.

GLOBAL CROSSING TELECOMMUNICATIONS, INC.,

a Michigan corporation (Sublessor)

By:	[name illegible]
Name:	[name illegible]
Title:	Vice President

Switch & Data/NY Facilities Company LLC,

a Delaware limited liability company (Sublessee)

By:	Switch and Data Operating Company, LLC, a
	Delaware limited liability company, Manager
By:	/s/ George Pollock, Jr.
	George Pollock, Jr., Sr. Vice President

Page 2

[Exhibit A]

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

AGREEMENT OF LEASE

111 CHELSEA LLC

LANDLORD

AND

GLOBAL CROSSING TELECOMMUNICATIONS, INC.

TENANT

Premises:	Portion of the Second (2nd) Floor
	111 Eighth Avenue
	New York, New York 10011
Dated:	October 8, 2003

TABLE OF CONTENTS

Definitions		1
Article 1.	Demise, Premises, Term, Rent	5
Article 2.	Use And Occupancy	6
Article 3.	Alterations	7
Article 4.	Condition of the Premises	9
Article 5.	Repairs; Floor Load	10
Article 6.	Real Estate Taxes and Labor Rate Increases	11
Article 7.	Legal Requirements	17
Article 8.	Subordination and Non-Disturbance; Estoppel Certificates	17
Article 9.	Services	19
Article 10.	Insurance	27
Article 11.	Destruction of the Premises; Property Loss or Damage	28
Article 12.	Eminent Domain	30
Article 13.	Assignment and Subletting	31
Article 14.	Access to Premises	38
Article 15.	Certificate of Occupancy	39
Article 16.	Default	39
Article 17.	Remedies and Damages	42
Article 18.	Fees and Expenses	44
Article 19.	No Representations By Landlord	44
Article 20.	End Of Term	45
Article 21.	Quiet Enjoyment	45
Article 22.	No Waiver; Non-Liability	46
Article 23.	Waiver Of Trial By Jury	47
Article 24.	Inability To Perform	47
Article 25.	Bills And Notices	47
Article 26.	Rules And Regulations	48
Article 27.	Broker	48
Article 28.	Indemnity	49
Article 29.	Guaranty	49
Article 30.	Security Deposit	50
Article 31.	Rent Modifications	52
Article 32.	Miscellaneous	53
Exhibit A:	Floor Plan of the Premises
Exhibit B:	Rules and Regulations
Exhibit C:	Form of Guaranty
Exhibit D:	Intentionally Omitted
Exhibit E:	Floor Plan of the Ramp Space
Exhibit F:	Form of Letter of Credit

EXHIBIT 10.13

AGREEMENT OF LEASE, dated as of October 8, 2003, between 111 CHELSEA LLC (successor-in-interest to 111 Eighth Avenue LLC), a Delaware limited liability company with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 (“Landlord”), and GLOBAL CROSSING TELECOMMUNICATIONS, INC., a Michigan corporation with an address at 1080 Pittsford-Victor Road, Pittsford, New York 14534 (“Tenant”).

WlTNESSETH:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

“Additional Rent” means Tenant’s Tax Payment, Tenant’s Labor Rate Payment, and any and all other sums, other than Fixed Rent, payable by Tenant to Landlord under this Lease.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Alterations” means alterations, installations, improvements, additions or other physical changes (other than decorations, movable fixtures and equipment) in or about the Premises or elsewhere in the Building.

“Base Rate” means the annual rate of interest publicly announced from time to time by Citibank, N.A., New York, New York (or any successor thereto) as its “base rate”, or such other term as may be used by Citibank, N.A. from time to time for the rate presently referred to as its base rate.

“Building” means all the buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations, renewals, replacements, additions and substitutions thereto, presently known by the address of 111 Eighth Avenue, New York, New York.

“Building Systems” means the mechanical, electrical, heating, ventilating, air conditioning, elevator, plumbing, sanitary, life-safety and other service systems of the Building, but shall not include the portions of such systems installed in the Premises or elsewhere in the Building by Tenant.

“Business Days” means all days, excluding Saturdays, Sundays, and all days observed by either the State of New York, the Federal Government or by the labor unions servicing the Building as legal holidays.

“Commencement Date” means the date on which all of the Delivery Conditions are satisfied.

“Control” means: (i) the ownership, directly or indirectly, of more than fifty per cent (50%) of the voting stock of a corporation, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.

“Default Rate” means a rate at all times four (4) percentage points above the Base Rate.

“Delivery Conditions” means each of the following:

Tenant shall have deposited the Security Deposit with Landlord in accordance with the provisions of Section 30.1;

Landlord and Cable & Wireless Internet Services, Inc. (“Prior Tenant”), shall have fully executed and delivered a Lease Termination Agreement, in form and substance satisfactory to Landlord in its sole and absolute discretion, whereby the existing lease covering the Premises shall be duly terminated, and all conditions to the effectiveness thereof shall have been satisfied; and

Tenant shall have obtained all necessary consents, approvals and authorizations, if any, to the execution and delivery of this Lease and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq. (collectively, the “Bankruptcy Case”), and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, and no consents or approvals of any other parties shall be necessary in connection therewith.

“Effective Date” means the date that a Plan of Reorganization pursuant to the Bankruptcy Case has been confirmed by the Bankruptcy Court and has become effective.

“Environmental Laws” means any Legal Requirements now or hereafter in effect relating to the environment, health, safety or Hazardous Materials.

“Expiration Date” means [*].

“Governmental Authority” means any of the United States of America, the State of New York, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof or the curbs, sidewalks, and areas adjacent thereto.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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“Guarantor” means (i) if prior to the Effective Date, Global Crossing Holdings Ltd., a Bermuda company, and (ii) from and after the Effective Date, the entity that is the successor to all of the assets and business of Global Crossing Holdings Ltd. (“Successor”), and any other Person who or which shall from time to time guaranty to Landlord the payment and performance of all or any portion of the obligations of Tenant under this Lease, as provided in Article 29.

“Guaranty” means the Agreement and Guaranty, dated as of the date hereof, made by Guarantor to Landlord, in the form attached to this Lease as Exhibit C, and any amendment, modification, restatement, confirmation or extension thereof, and any other agreement pursuant to which any Guarantor shall from time to time guaranty to Landlord the payment and performance of all or any portion of the obligations of Tenant under this Lease.

“Hazardous Materials” means any substances, materials or wastes regulated by any Governmental Authority or deemed or defined as a “hazardous substance”, “hazardous material”, “toxic substance”, “toxic pollutant”, “contaminant”, “pollutant”, “solid waste”, “hazardous waste” or words of similar import under applicable Legal Requirements, including oil and petroleum products, natural or synthetic gas, polychlorinated biphenyls, asbestos in any form, mold, urea formaldehyde, radon gas, or the emission of non-ionizing radiation, microwave radiation or electromagnetic fields at levels in excess of those (if any) specified by any Governmental Authority or which may cause a health hazard or danger to property, or the emission of any form of ionizing radiation.

“Initial Alterations” are defined in Section 4.3.

“Legal Requirements” means all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, rules of common law, and any judicial interpretations thereof, extraordinary as well as ordinary, of all Governmental Authorities, including the Americans with Disabilities Act (42 U.S.C. §12,101 et seq.), New York City Local Law 58 of 1987, and any law of like import, and all rules, regulations and government orders with respect thereto, and any of the foregoing relating to environmental matters, Hazardous Materials, public health and safety matters, and of any applicable fire rating bureau, or other body exercising similar functions, affecting the Real Property or the maintenance, use or occupation thereof, or any street or sidewalk comprising a part of or in front thereof or any vault in or under the same.

“Mortgage” means any mortgage or trust indenture which may now or hereafter affect the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder; “Mortgagee” means any mortgagee, trustee or other holder of a Mortgage.

“Permitted Use” means the use of the Premises by Tenant as executive and general offices, including the installation, operation and maintenance of switching and transmission equipment and facilities in connection with Tenant’s telecommunications business, and for no other purpose.

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“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated association, business trust, tenancy-in-common or other entity, or any Governmental Authority.

“Premises” means a portion of the second (2nd) floor of the Building, as shown on the floor plan attached to this Lease as Exhibit A.

“Premises Area” means the Rentable Square Foot area of the Premises, consisting of a total of 50,028 Rentable Square Feet, as such Premises Area may be increased or decreased from time to time pursuant to this Lease.

“Real Property” means the Building, together with the plot of land upon which it stands.

“Rentable Square Feet” means the deemed rentable area of the Building or any portion thereof, computed on the basis of the current standard employed by Landlord on the date hereof with respect to the calculation of the deemed Rentable Square Foot area of the Building; provided, however, that in no event shall such deemed Rentable Square Footage constitute or imply any representation or warranty by Landlord as to the actual size of any floor or other portion of the Building, including the Premises.

“Rules and Regulations” means the rules and regulations attached as Exhibit B to this Lease, and such other and further rules and regulations as Landlord may from time to time adopt.

“Security Deposit” means the sum of [*] and [*]/100 Dollars ($[*]), to be deposited by Tenant with Landlord as provided in Article 30.

“Substantial Completion” means, as to any construction performed by any party in the Premises, including any Alterations, that such work has been completed substantially in accordance with (i) the provisions of this Lease applicable thereto, (ii) the plans and specifications for such work, and (iii) all applicable Legal Requirements and Insurance Requirements, except for minor details of construction, decoration and mechanical adjustments, if any, the noncompletion of which does not materially interfere with Tenant’s use of the Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the Premises.

“Superior Lease(s)” means any ground or underlying lease of the Real Property or any part thereof heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments and modifications thereof; “Lessor” means a lessor under a Superior Lease.

“Tenant’s Alterations” means all Alterations, including the Initial Alterations, in and to the Premises or elsewhere in the Building that may be made by or on behalf of Tenant prior to and during the Term, or any renewal thereof.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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“Tenant Party” means any of Tenant, any Affiliate of Tenant, any subtenant or any other occupant of the Premises, or any of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees, invitees, servants, agents or representatives.

“Tenant’s Property” means Tenant’s movable fixtures and movable partitions, telephone and other communications equipment, computer systems, furniture, trade fixtures, furnishings and other items of personal property which are removable without material damage to the Premises or Building.

“Term” means the term of this Lease, which shall commence on the Commencement Date and shall expire on the Expiration Date.

ARTICLE 1. DEMISE, PREMISES, TERM, RENT

Section 1.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Commencement Date and to end on the Expiration Date, at an annual rent (“Fixed Rent”) as follows:

(a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*];

(b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(c) [*] and [*]/100 Dollars ($1,851,036.00) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; and

(e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date;

which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United States, in monthly installments in advance on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or by wire transfer of immediately available funds.

Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum of [*] and [*]/100 Dollars ($[*]) representing a portion of the installment of Fixed Rent for the first (1st) full calendar month of the Term after the Commencement Date.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Section 1.3 Tenant represents and warrants to Landlord that (i) this Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, and (ii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review this Lease prior to the execution hereof by Tenant. In reliance on the foregoing representation, Landlord has agreed to waive any requirement that Tenant obtain the approval of the Bankruptcy Court and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT.

ARTICLE 2. USE AND OCCUPANCY

Section 2.1 Tenant shall use and occupy the Premises for the Permitted Use and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in any manner not permitted hereunder, or which would materially and adversely affect (a) the functioning of the Building Systems, (b) the use and occupancy of any part of the Building by any other tenant or other occupant, or (c) the appearance of the Building.

Section 2.2 Tenant shall not use or permit the Premises or any part thereof to be used: (a) for the business of printing or other manufacturing of any kind, (b) as a retail branch of a bank or savings and loan association, or as a retail loan company, as a retail stock broker’s or dealer’s office, (c) for the storage of merchandise, (d) for the distribution, by mail-order or otherwise, of merchandise, (e) as a restaurant or bar or for the sale of food or beverages, (f) as a news or cigar stand, (g) as an employment agency, labor union office, school, physician’s or dentist’s office, dance or music studio, (h) as a barber shop or beauty salon, (i) for the sale, at retail or otherwise, of any goods or products, (j) by the United States Government, the City or State of New York, any Governmental Authority, any foreign government, the United Nations or any agency or department of any of the foregoing or any Person having sovereign or diplomatic immunity, (k) for the rendition of medical, dental or other therapeutic or diagnostic services, or (1) for the conduct of an auction.

Section 2.3 (a) Landlord shall not be subject to any liability for failure to give possession of the Premises on the Commencement Date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, except that Fixed Rent and Additional Rent shall be abated until possession of the Premises shall be delivered to Tenant. The foregoing shall constitute an express negation of Section 223-a of the New York Real Property Law or any successor law or ordinance, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Lease which Tenant might otherwise have thereunder.

(b) Notwithstanding the foregoing, if the Commencement Date shall not occur on or before September 1, 2004, other than as a result of Unavoidable Delays (provided that for purposes of this Section 2.3(b), Unavoidable Delays shall not include the holding over of any tenant or other occupant of the Premises), then, provided that Tenant shall have duly satisfied the Delivery Conditions described in clauses (i) and (iii) of the definition of the Delivery Conditions, and as Tenant’s sole and exclusive remedy for such delay in the Commencement Date, Tenant shall have the right to terminate this Lease, by notice to Landlord given no earlier than September 1, 2004 and no later than September 30, 2004, such termination to be effective on the date that is thirty (30) days after the date such notice is given, and thereupon neither party shall have any liability to the other hereunder, except that Landlord shall return all prepaid Fixed Rent,

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Additional Rent, if any, and the Security Deposit deposited by Tenant hereunder; provided, however, that if the Commencement Date shall occur at any time within thirty (30) days following Landlord’s receipt of Tenant’s termination notice, such termination shall be void and of no force and effect, and Tenant shall have no further right to terminate this Lease pursuant to this Section 2.3.

Article 3. Alterations

Section 3.1 Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, provided that Tenant’s changing of wall coverings, carpeting or paint shall not be deemed to be Alterations requiring such consent. Landlord’s consent shall be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withhold its consent to Alterations proposed to be made by Tenant to adapt the Premises for the Permitted Use provided that such Alterations (a) are non-structural and do not affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord, (c) do not affect any part of the Building other than the Premises, (d) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, and (e) do not reduce the value or utility of the Building.

Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Legal Requirements to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $100,000.00 to complete, furnish to Landlord payment and performance bonds or such other evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord; provided, however, that so long as either Global Crossing Holdings, Ltd. or Successor shall be the Guarantor under this Lease, Tenant shall not be required to furnish bonds or other security to Landlord in connection with Alterations. All Alterations shall be performed by Tenant at Tenant’s expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Legal Requirements, and (C) in accordance with the plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming

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jurisdiction prior to, during and upon completion of such Alterations. Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all actual, reasonable out-of-pocket costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration.

(b) Landlord shall not unreasonably withhold, condition or delay its approval of the contractors proposed to be used by Tenant for Tenant’s Alterations, provided that in the case of the mechanical, electrical, plumbing and fire safety trades, Tenant shall select its contractors and sub-contractors from Landlord’s list of approved contractors, which list may be modified by Landlord from time to time.

(c) Notwithstanding the foregoing provisions of this Article 3, Tenant shall be permitted to make minor, non-structural alterations to the Premises (“Minor Alterations”) upon prior notice to Landlord, but without the necessity of procuring Landlord’s consent thereto, provided that the estimated cost of each such Minor Alteration does not exceed $100,000.00 in any one instance. The provisions of Sections 3.2(a) and 3.2(b) shall be applicable to Minor Alterations. Prior to commencing any Minor Alteration, Tenant shall furnish Landlord with (i) working drawings or plans for such Minor Alteration in sufficient detail to permit Landlord to determine that such Alteration complies with the requirements hereof, and (ii) the names of the contractors proposed to be used by Tenant for such Minor Alteration.

(d) Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept) using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming convention as Landlord may accept) and magnetic computer media of such record drawings and specifications, translated into DXF format or another format acceptable to Landlord.

Section 3.3 All Alterations in and to the Premises which may be made by or on behalf of Tenant, prior to and during the Term or any renewal thereof, shall become the property of Landlord upon the expiration or sooner termination of this Lease. Landlord may condition its approval of any Alterations by requiring Tenant to agree in writing at the time of such approval that Tenant will remove such Alterations at the end of the Term as set forth in this Section 3.3 (any such Alterations which Landlord so requires Tenant to agree to remove, “Designated Alterations”). If Landlord does not specify at the time of its approval that an Alteration constitutes a Designated Alteration, Tenant shall have no obligation to remove such Alteration upon the expiration or sooner termination of this Lease. Tenant acknowledges that Designated Alterations shall include raised floors and reinforced floors, Tenant’s HVAC System (as defined in Section 9.3(d)), kitchen facilities, vaults, internal stairways and other slab penetrations, and conduit, wiring and telecommunications cabling within and outside of the Premises. Designated Alterations shall not include standard office installations such as internal partitions and corridors, dropped ceilings and lighting, ordinary HVAC ductwork, and pantries not containing cooking

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equipment. On the Expiration Date or earlier termination of the Term or any renewal thereof (a) Tenant shall remove Tenant’s Property from the Premises, and (b) unless Landlord notifies Tenant no later than one hundred eighty (180) prior to the Expiration Date that any or all of the Designated Alterations shall not be removed from the Premises, Tenant shall remove the Designated Alterations from the Premises, at Tenant’s expense. Tenant shall repair and restore in a good and workmanlike manner (reasonable wear and tear excepted) any damage to the Premises and the Building caused by such removal of Tenant’s Property and the Designated Alterations. Any of the Designated Alterations or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or be removed from the Premises by Landlord, and Tenant shall reimburse Landlord, as Additional Rent within thirty (30) days after demand, for Landlord’s reasonable, actual out-of-pocket costs incurred in connection with such removal. The covenants and agreements set forth in this Section 3.3 shall survive the expiration or earlier termination of this Lease.

Section 3.4 If, because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises, the Building or the Real Property, Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise, within forty-five (45) days after the filing thereof, and Tenant shall indemnify, defend and save Landlord harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable attorneys’ fees and disbursements) resulting therefrom.

Section 3.5 Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if in Landlord’s sole judgment such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of other tenants or occupants of the Building.

ARTICLE 4. CONDITION OF THE PREMISES

Section 4.1 (a) Tenant has examined the Premises and agrees to accept possession of the Premises in their “as is” condition on the Commencement Date, and further agrees that Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition, subject to the provisions of Section 4.2.

(b) Landlord and Tenant acknowledge that Prior Tenant has made certain improvements to the Premises, including the installation of certain infrastructure and equipment in or serving the Premises, such as air-conditioning and ventilation systems, emergency generators, electrical wiring and equipment, racks, cables and other personal property (all such infrastructure and equipment, collectively, the “Existing Improvements”). Landlord has duly approved the Existing Improvements as and when made by Prior Tenant in accordance with the

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provisions of Prior Tenant’s lease, and to the best of Landlord’s knowledge, there are no filed or noted violations of applicable Legal Requirements with respect to the Existing Improvements. However, no such approval by Landlord of the Existing Improvements shall be deemed to constitute any representation, warranty or other assurance of any kind that the Existing Improvements are in compliance with applicable Legal Requirements. Landlord agrees that if and to the extent the Existing Improvements remain in the Premises or the Building, as applicable, on the Commencement Date, then, so long as this Lease remains in force and effect, Tenant shall have the right to use and operate the Existing Improvements, provided, however, that Tenant shall accept possession of the Premises on the Commencement Date with the Existing Improvements, if any, in their then “as is, where is” condition, with all faults, without representation, warranty or recourse. EXCEPT AS SPECIFICALLY SET FORTH IN THIS LEASE, LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PREMISES, THE EXISTING IMPROVEMENTS OR THE BUILDING, WHETHER EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 4.2 Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) is made in connection with an Alteration approved by Landlord, or if such approval is not required hereunder, such application is reasonably acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability, in connection therewith.

ARTICLE 5. REPAIRS; FLOOR LOAD

Section 5.1 Landlord shall maintain and repair, in a good and workmanlike manner, the Building Systems and the public portions of the Building, both exterior and interior, and the structural elements thereof, including the roof, foundation and curtain wall. Tenant, at Tenant’s expense, shall take good care of the Premises and the fixtures, systems, equipment and appurtenances therein, and make all non-structural repairs thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Articles 10 and 11. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, caused by or resulting from carelessness, omission, neglect or improper conduct of, or Alterations made by Tenant, Tenant’s agents, employees or licensees, shall be repaired at Tenant’s expense, (a) by Tenant to the satisfaction of Landlord (if the required repairs are non-structural and do not affect any Building System), or (b) by Landlord (if the required repairs are structural or affect any Building System). Tenant also shall repair all damage to the Building and the Premises caused by the making of any Alterations by Tenant or by the moving of Tenant’s Property. All of such repairs shall be of quality or class equal to the original work or construction. If Tenant fails after fifteen (15) days notice to proceed with due diligence to make repairs required to be made by Tenant, Landlord may make such repairs at the expense of Tenant, and Tenant shall pay the costs and expenses thereof incurred by Landlord, with interest at the Default Rate, as Additional Rent within ten (10) days after rendition of a bill or statement therefor.

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Section 5.2 Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not move any safe, heavy equipment, business machines, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent. If such safe, equipment, freight, bulky matter or fixtures requires special handling, Tenant shall employ only persons holding a Master Rigger’s license to do such work.

Section 5.3 There shall be no allowance to Tenant for a diminution of rental value, no constructive eviction of Tenant and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

Section 5.4 Tenant shall not require, permit, suffer or allow the cleaning of any window in the Premises from the outside in violation of Section 202 of the New York Labor Law or any successor statute thereto, or of any other Legal Requirement.

ARTICLE 6. REAL ESTATE TAXES AND LABOR RATE INCREASES

Section 6.1 The following terms shall have the meanings set forth below:

(a) “Taxes” shall include the aggregate amount of (i) all real estate taxes, assessments (special or otherwise), sewer and water rents, rates and charges and any other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property, and (ii) any expenses (including attorneys’ fees and disbursements and experts’ and other witness’ fees) incurred in contesting any of the foregoing or the Assessed Valuation (as defined in Section 6.1(d)) of all or any part of the Real Property, provided that such expenses shall be included in Taxes for any Tax Year only to the extent of the reduction in Taxes achieved thereby. If at any time after the date hereof the methods of taxation prevailing at the date hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, rents, rates, charges, levies or impositions now assessed, levied or imposed upon all or any part of the Real Property, there shall be assessed, levied or imposed (A) a tax, assessment, levy, imposition or charge based on the rents received therefrom whether or not wholly or partially as a capital levy or otherwise, (B) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed upon Landlord, (C) a license fee measured by the rents or (D) any other tax, assessment, levy, imposition, charges or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes. Taxes shall not include franchise, gift, inheritance, estate, sales, income or profit taxes imposed upon Landlord, any Lessor or any Mortgagee by any Governmental Authority, or any fines, interest or penalties imposed for late payment of Taxes.

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(b) “Tenant’s Share” means [*] and [*] of [*] percent ([*] %). Tenant’s Share has been computed by Landlord consistently with the standard employed by Landlord with respect to the calculation of the deemed Rentable Square Footage of the Premises and the Building under this Lease.

(c) “Base Taxes” means an amount equal to the sum of (i) one-half (1/2) of the Taxes payable for the Tax Year commencing on July 1, 1998 and ending June 30, 1999, plus (ii) one-half (1/2) the Taxes payable for the Tax Year commencing on July 1, 1999 and ending June 30, 2000.

(d) “Assessed Valuation” means the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

(e) “Tax Year” means the period July 1 through June 30 (or such other period as may be duly adopted by the City of New York as its fiscal year for real estate tax purposes).

(f) “Comparison Year” means (i) with respect to Taxes, any Tax Year commencing with the 1999/2000 Tax Year, and (ii) with respect to Labor Rates, any calendar year commencing subsequent to the Base Labor Year.

(g) “Landlord’s Statement” means an instrument or instruments containing a comparison of either (i) the Base Taxes and the Taxes payable for any Comparison Year, or (ii) the Base Labor Rates and the Labor Rates applicable to any Comparison Year.

(h) “Tenant’s Projected Share of Taxes” means Tenant’s Tax Payment (as defined in Section 6.1(i)), if any, made by Tenant for the prior Comparison Year, plus an amount equal to Landlord’s estimate of the amount of increase in Tenant’s Tax Payment for the then current Comparison Year, divided by twelve (12) and payable monthly by Tenant to Landlord as Additional Rent.

(i) “Tenant’s Tax Payment” means Tenant’s Share of the excess of the Taxes payable for any Comparison Year over the Base Taxes.

Section 6.2 (a) If the Taxes payable for any Comparison Year (any part or all of which falls within the Term) shall exceed the Base Taxes, Tenant shall pay Tenant’s Tax Payment to Landlord, as Additional Rent, within ten (10) business days after demand from Landlord therefor, which demand shall be accompanied by Landlord’s Statement. Before or after the start of each Comparison Year, Landlord shall furnish to Tenant a Landlord’s Statement in respect of Taxes. If there shall be any increase in Taxes payable for any Comparison Year, whether during or after such Comparison Year or if there shall be any decrease in the Taxes

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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payable for any Comparison Year during such Comparison Year, Landlord may furnish a revised Landlord’s Statement for such Comparison Year, and Tenant’s Tax Payment for such Comparison Year shall be adjusted and, within ten (10) business days after Tenant’s receipt of such revised Landlord’s Statement, Tenant shall (i) with respect to any increase in Taxes payable for such Comparison Year, pay such increase in Tenant’s Tax Payment to Landlord, or (ii) with respect to any decrease in Taxes payable for such Comparison Year, Landlord shall credit such decrease in Tenant’s Tax Payment against the next installment of Tenant’s Share of Taxes payable by Tenant pursuant to this Section 6.2(a), provided that if such decrease in Taxes is attributable to the final Comparison Year of the Term, Landlord shall pay the amount of such decrease in Tenant’s Tax Payment to Tenant. If, during the Term, Landlord shall elect to collect Tenant’s Tax Payments in full or in quarterly or bi-annual or other installments on any other date or dates than as presently required, then following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be correspondingly revised, provided that Landlord shall not collect any periodic installment of Tenant’s Tax Payment earlier than thirty (30) days prior to the beginning of the period to which such payment relates. The benefit of any discount for any early payment or prepayment of Taxes relating to all or any part of the Real Property shall accrue solely to the benefit of Landlord and Taxes shall be computed without subtracting such discount.

(b) With respect to each Comparison Year, on account of which Landlord shall (or anticipates that it may) be entitled to receive Tenant’s Tax Payment, Tenant shall pay to Landlord, as Additional Rent for the then current Tax Year, Tenant’s Projected Share of Taxes. Upon each date that a Tax Payment or an installment on account thereof shall be due from Tenant pursuant to the terms of this Section 6.2. Landlord shall apply the aggregate of the installments of Tenant’s Projected Share of Taxes then on account with Landlord against Tenant’s Tax Payment or installment thereof then due from Tenant. In the event that such aggregate amount shall not be sufficient to discharge such Tax Payment or installment, Landlord shall so notify Tenant, and the amount of Tenant’s payment obligation with respect to such Tax Payment or installment pursuant to this Section 6.2, shall be equal to the amount of the insufficiency and shall be payable within ten (10) business days of demand by Landlord. If, however, such aggregate amount shall be greater than the Tax Payment or installment, Landlord shall credit the amount of such excess against the next payment of Tenant’s Projected Share of Taxes due hereunder.

(c) Only Landlord shall be eligible to institute Tax reduction or other proceedings to reduce the Assessed Valuation of the Real Property, and the filings of any such proceeding by Tenant without Landlord’s prior written consent shall constitute a default hereunder. If the Taxes payable for either the 1998/1999 Tax Year or the 1999/2000 Tax Year are reduced by final determination of legal proceedings, settlement or otherwise, then Base Taxes shall be correspondingly revised, the Additional Rent theretofore paid or payable on account of Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord, as Additional Rent within ten (10) business days after being billed therefor, any deficiency between the amount of such Additional Rent theretofore computed and paid by Tenant to Landlord and the amount thereof due as a result of such recomputations. If the Base Taxes are increased by such final determination of legal proceedings, settlement or otherwise, then, Landlord shall either pay to Tenant, or at Landlord’s election, credit against subsequent payments due under this Section 6.2, an amount equal to the excess of the amounts of such Additional Rent theretofore paid by Tenant over the

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amount thereof actually due as a result of such recomputations. If Landlord shall receive a refund or reduction of Taxes for any Comparison Year, Landlord shall, within a reasonable time after such refund is actually received or such credit is actually applied against Taxes then due and payable, either pay to Tenant, or, at Landlord’s election, credit against subsequent payments under this Section 6.2, an amount equal to Tenant’s Share of the refund or reduction, provided that such amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year. Nothing herein contained shall obligate Landlord to file any application or institute any proceeding seeking a reduction in Taxes or Assessed Valuation.

(d) Tenant’s Tax Payment shall be made as provided in this Section 6.2 regardless of the fact that Tenant may be exempt, in whole or in part, from the payment of any taxes by reason of Tenant’s diplomatic or other tax exempt status or for any other reason whatsoever.

(e) Tenant shall pay to Landlord, as Additional Rent upon demand, any occupancy tax or rent tax now in effect or hereafter enacted, if payable by Landlord in the first instance or hereafter required to be paid by Landlord.

(f) If the Commencement Date or the Expiration Date shall occur on a date other than July 1 or June 30, respectively, any Additional Rent payable by Tenant to Landlord under this Section 6.2 for the Comparison Year in which such Commencement Date or Expiration Date shall occur, shall be apportioned in that percentage which the number of days in the period from the Commencement Date to June 30 or from July 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Section 6.2 shall be paid or adjusted within thirty (30) days after submission of Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.2 and the rights and obligations of Landlord and Tenant under the provisions of this Section 6.2 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

Section 6.3 The following terms shall have the meanings set forth below:

(a) “Comparison Year” shall mean any calendar year subsequent to the Base Labor Year.

(b) “R.A.B.” shall mean the Realty Advisory Board on Labor Relations, Incorporated, or its successor.

(c) “Local 32B-32J” shall mean Local 32B-32J of the Building Service Employees International Union, AFL-CIO, or its successor.

(d) “Class A Office Buildings” shall mean office buildings so categorized under any agreement between R.A.B. and Local 32B-32J, regardless of the designation given to such office buildings in any such agreement.

(e) “Labor Rates” shall mean a sum equal to the regular hourly wage rate required to be paid to Others (hereinafter defined) employed in Class A Office Buildings pursuant to an agreement between R.A.B. and Local 32B-32J; provided, however, that:

(i) if, as of October 1st of any Comparison Year, any such agreement shall require Others in Class A Office Buildings to be regularly employed on days or during hours when overtime or other premium pay rates are in effect pursuant to such agreement, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the average hourly wage rate for the hours in a calendar week during which Others are required to be regularly employed;

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(ii) if no such agreement is in effect as of October 1st of any Comparison Year with respect to Others, then the term “regular hourly wage rate”, as used in this Section 6.3 shall mean the regular hourly wage rate actually paid to Others employed in the Building by Landlord or by an independent contractor engaged by Landlord; and

(iii) the term “regular hourly wage rate” shall exclude all benefits of any kind, including those payable directly to taxing authorities or others on account of the employment and all welfare, pension and fringe employee benefits and payments of any kind paid or given pursuant to such agreement.

(f) “Others” shall mean that classification of employee engaged in the general maintenance and operation of Class A Office Buildings most nearly comparable to the classification now applicable to “others” in the current agreement between R.A.B. and Local 32B-32J.

(g) “Base Labor Year” shall mean the calendar year 1999.

(h) “Base Labor Rates” shall mean the Labor Rates in effect for the Base Labor Year.

(i) “Tenant’s Labor Rate Payment” is defined in Section 6.4(a).

Section 6.4 (a) If the Labor Rates in effect for any Comparison Year (any part or all of which falls within the Term) shall be greater than the Base Labor Rates, then Tenant shall pay, as Additional Rent for such Comparison Year and continuing thereafter until a new Landlord’s Statement is rendered to Tenant, an amount (“Tenant’s Labor Rate Payment”) equal to (i) 50,028, multiplied by (ii) the number of cents (inclusive of any fractions of a cent) by which the Labor Rates in effect for such Comparison Year exceed the Base Labor Rates.

(b) At any time prior to, during or after any Comparison Year Landlord shall render to Tenant a Landlord’s Statement showing (i) a comparison of the Labor Rates for the Comparison Year with the Base Labor Rates, and (ii) the amount of Tenant’s Labor Rate Payment resulting from such comparison. Landlord’s failure to render a Landlord’s Statement during or with respect to any Comparison Year shall not prejudice Landlord’s right to render a Landlord’s Statement during or with respect to any subsequent Comparison Year and shall not eliminate or reduce Tenant’s obligation to pay Tenant’s Labor Rate Payment pursuant to this Article 6 for such Comparison Year.

(c) Tenant’s Labor Rate Payment shall be payable by Tenant on the first day of the month following the furnishing to Tenant of a Landlord’s Statement, in equal monthly

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installments, each such installment to be equal to 1/12th of Tenant’s Labor Rate Payment for such Comparison Year multiplied by the number of months (and any fraction thereof) of the Term then elapsed since the commencement of such Comparison Year, continuing monthly thereafter until rendition of the next succeeding Landlord’s Statement.

(d) The provisions of this Section 6.4 shall be effective irrespective of whether or not (i) the Building is classified as a Class A office building from time to time, or (ii) any Building employees are members of Local 32B-32J. Tenant acknowledges and agrees that the computation of Labor Rates hereunder is intended to serve solely as a formula for an agreed rental adjustment, rather than an actual operating expense calculation, and is not intended to reflect the actual cost to Landlord of wages at the Building or any increases or decreases in such cost.

Section 6.5 (a) If the Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, respectively, any Additional Rent under this Article 6 for the Comparison Year in which such Commencement Date or Expiration Date shall occur shall be apportioned in that percentage which the number of days in the period from the Commencement Date to December 31 or from January 1 to the Expiration Date, as the case may be, both inclusive, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Article shall be paid or adjusted within thirty (30) days after submission of a Landlord’s Statement. In no event shall Fixed Rent ever be reduced by operation of this Section 6.5 and the rights and obligations of Landlord and Tenant under the provisions of this Article 6 with respect to any Additional Rent shall survive the expiration or earlier termination of this Lease.

(b) The computations of Additional Rent under this Article 6 are intended to constitute a formula for an agreed rental adjustment and may or may not constitute an actual reimbursement to Landlord for costs and expenses paid by Landlord with respect to the Building.

Section 6.6 Landlord’s failure to render a Landlord’s Statement with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent Comparison Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that Comparison Year. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Taxes or Labor Rates during any Comparison Year or any time thereafter.

Section 6.7 If any capital improvement is made to the Real Property during any calendar year during the Term in compliance with any Legal Requirements enacted after the date of this Lease (including the cost of compliance with Legal Requirements enacted prior to the date of this Lease if such compliance is required pursuant to any amendment, modification or reinterpretation thereof which is imposed or enacted after the date of this Lease), then Tenant shall pay to Landlord, immediately upon demand therefor, Tenant’s Proportionate Share of the amortized cost of such improvement, on a straight-line basis over the useful life thereof as determined by Landlord in the exercise of its reasonable judgment, with interest at the Base Rate plus two percent (2%) per annum, in each calendar year during the Term during which such amortization occurs.

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ARTICLE 7. LEGAL REQUIREMENTS

Section 7.1 Tenant, at its expense, shall comply with all Legal Requirements applicable to the Premises or the use and occupancy thereof by Tenant, and make all repairs or Alterations required thereby, whether structural or nonstructural, ordinary or extraordinary, unless otherwise expressly provided herein; provided, however, that Tenant shall not be obligated to comply with any Legal Requirement requiring any structural alteration to the Premises unless the application of such Legal Requirement arises from (i) Tenant’s manner of use or occupancy of the Premises (as distinguished from the use or occupancy of the Premises for office purposes generally), (ii) any cause or condition created by or on behalf of Tenant or any Tenant Party (including any Alterations), (iii) the breach of any of Tenant’s obligations under this Lease, or (iv) any Hazardous Materials having been brought into the Building by Tenant or any Tenant Party. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with Landlord’s insurance policies, and shall not do or permit anything to be done in or upon the Premises, or use the Premises in a manner, or bring or keep anything therein, which shall increase the rates for casualty or liability insurance applicable to the Building. If, as a result of any act or omission by Tenant or by reason of Tenant’s failure to comply with the provisions of this Article, the insurance rates for the Building shall be increased, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as Additional Rent hereunder, for that part of all insurance premiums thereafter paid by Landlord which shall have been charged because of such act, omission or failure by Tenant, and shall make such reimbursement upon demand by Landlord.

Section 7.2 Tenant, at its expense, shall comply with all Environmental Laws and with any directive of any Governmental Authority which shall impose any violation, order or duty upon Landlord or Tenant under any Environmental Laws with respect to the Premises or the use or occupation thereof. Tenant’s obligations hereunder with respect to Hazardous Materials shall extend only to those matters directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim (defined below) relating in any way to Tenant’s operation or use of the Premises or the Building.

Section 7.3 Tenant shall provide Landlord with copies of all communications and related materials regarding the Premises which Tenant shall receive from or send to (a) any Governmental Authority relating in any way to any Environmental Laws, or (b) any Person with respect to any claim based upon any Environmental Laws or relating in any way to Hazardous Materials (any such claim, an “Environmental Claim”). Landlord or its agents may perform an environmental inspection of the Premises at any time during the Term, upon prior notice to Tenant except in an emergency.

ARTICLE 8. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination.

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Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively.

Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not:

(a) be liable for any previous act or omission of Landlord under this Lease;

(b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or

(c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor.

Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge

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of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

ARTICLE 9. SERVICES

Section 9.1 Landlord shall provide, at Landlord’s expense, except as otherwise set forth herein, the following services:

Section 9.2 ELECTRICITY. (a) Landlord, at Landlord’s expense, subject to the provisions of this Article 9, shall furnish electric power to Tenant for use in the Premises by making available to Tenant 3,600 amperes (connected load) of AC electric capacity at 480 volts, 3-phase, 4-wire, dedicated to Tenant (the “Electrical Capacity”), at the existing electrical panels serving the Premises. Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the Electrical Capacity, nor exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises. Tenant shall pay Landlord, as Additional Rent, at any time and from time to time, but no more frequently than monthly, for its consumption of electric power at the Premises, as provided in Sections 9.2(b) and 9.2(c).

(b) The calculations and determinations of the charges for electric power consumed by Tenant shall be based on the readings of one or more submeters to be installed by Landlord at Tenant’s expense, applied to Landlord’s Electricity Cost, as defined in Section 9.2(c). Tenant shall pay for electricity consumed as determined thereunder as measured and calculated from time to time by such submeter or submeters, plus Landlord’s charge for overhead and supervision, which charge shall not exceed four percent (4%) of such payment by Tenant. In addition, Tenant shall pay to Landlord, as Additional Rent (i) the fees and expenses

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of Landlord’s electrical contractor for services rendered by such contractor in the maintenance and repair of such submeter(s), and (ii) the amount of any taxes imposed by any Governmental Authority on Landlord’s receipts from the sale of electricity to Tenant. In the event that more that one submeter is used to measure Tenant’s consumption of electricity in the Premises, Tenant shall be billed only on the basis of the “totalized” demand, i.e., as though a single meter were measuring such usage.

(c) “Landlord’s Electricity Cost” means the cost per kilowatt hour and cost per kilowatt demand, adjusted by time of day factors, fuel adjustment charges and other applicable rate adjustments, to Landlord for the purchase of electricity from the public utility or other electricity provider furnishing electricity service to the Building from time to time (the “Electricity Provider”), including sales and other taxes imposed by any Governmental Authority on Landlord’s purchase of electricity. If at any time during the Term the cost elements comprising Landlord’s Electricity Cost shall be increased by the Electricity Provider, or Landlord’s Electricity Cost shall be increased for any other reason, then effective as of the date of such increase, Tenant’s payment for submetered electricity under this Section 9.2 shall be proportionately increased. Landlord reserves the right to contract with different Electricity Providers from time to time in its sole judgment, and without reference to whether any Electricity Provider selected by Landlord provides lower rates than any other electricity supplier. Currently, Landlord’s Electricity Cost is based upon Consolidated Edison Company’s Service Classification rate schedule S.C. #4 Rate II as in effect on the Commencement Date.

(d) In the event that Tenant’s total power requirements at the Premises, based on an annual review of Tenant’s consumption commencing on the second (2nd) anniversary of the Commencement Date and thereafter on each succeeding anniversary thereof, shall be less than 3,000 amperes (at 460/480 volts), Tenant shall pay to Landlord an annual sum equal to the fee, if any, which Landlord is obligated to pay to the Electricity Provider (as hereinafter defined), commonly known as a “use it or lose it” fee, for the availability of such excess capacity, presently payable by Landlord to the Electricity Provider at the rate of $[*] per unused ampere per annum.

(e) Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises and Tenant shall, upon the submission by Landlord to Tenant of written notice, promptly cease the use of any of Tenant’s electrical equipment which Landlord believes will cause Tenant to exceed such capacity. Any additional feeders, risers, electrical facilities and other such installations required for electric service to the Premises in excess of the Electrical Capacity will be supplied by Landlord, at Tenant’s expense, upon Landlord’s prior consent in each instance, provided that, in Landlord’s judgment, such additional electrical facilities and installations, feeders or risers are necessary and are permissible under Legal Requirements (including the New York State Energy Conservation Construction Code) and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with, or disturb, other tenants or occupants of the Building. In addition, Landlord shall have no obligation to consent to such additional feeders, risers, electrical facilities and installations if in Landlord’s judgment, the same would give Tenant a disproportionate amount of the electrical current supplied to the Building at the expense of, or in derogation of the needs of other tenants or occupants of the Building.

(f) Unless caused by Landlord’s gross negligence or willful misconduct, Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur as a result of the unavailability of or interruption in the supply of electric current to the Premises or a change in the quantity or character or nature of such current and such change, interruption or unavailability shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent (except that Tenant’s liability to pay Landlord for electricity under this Section 9.2 shall cease as of the date of such disturbance), or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

(g) Landlord reserves the right to discontinue furnishing electricity to Tenant in the Premises on not less than sixty (60) days’ notice to Tenant. If Landlord exercises such right to discontinue, or is compelled to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant, and Tenant shall have no further obligation to pay Landlord for electricity supplied to the Premises. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall arrange to obtain electricity directly from the Electricity Provider. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All meters and all additional panel boards, feeders, risers, wiring and other equipment which may be required by Tenant to obtain electricity directly from the Electricity Provider shall be installed by Landlord, at Tenant’s expense.

(h) If submetering of electricity in the Building is hereafter prohibited by any Legal Requirement, or by any order or ruling of the Public Service Commission of the State of New York, then Tenant shall apply, within ten (10) days of Tenant’s receiving notice thereof, to the Electricity Provider in order to obtain direct electric service, and Tenant shall bear all costs and expenses, as set forth in Section 9.2(h), necessary to comply with all rules and regulations of the Electricity Provider pertinent thereto, and from and after the date upon which Tenant procures direct electric service, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Section 9.2. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises, including Building feeders and risers, to the extent that the same are suitable and safe for such purposes.

Section 9.3 HEAT. (a) Landlord shall provide heat to the Premises on Business Days from 8:00 A.M. to 6:00 P.M., when required in Landlord’s judgment for the comfortable use and occupancy of the Premises, through use of the Building standard heating system (the “Building Heating System”).

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(b) Anything in this Section 9.3 to the contrary notwithstanding, and without limitation of Landlord’s obligations under Section 5.1 with respect to the repair of Building Systems, Landlord shall not be responsible if the normal operation of the Building Heating System shall fail to provide heat at reasonable temperatures uniformly to all interior portions of the Premises. Tenant at all times shall cooperate fully with Landlord and shall abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building Heating System.

(c) Landlord shall not be required to furnish heat during periods other than the hours and days set forth in this Section 9.3 for the furnishing and distributing of such services (“Overtime Periods”), unless Landlord has received advance notice from Tenant requesting such service not less than twenty-four (24) hours prior to the time when such service shall be required. Accordingly, if Landlord shall furnish heat to the Premises at the request of Tenant during Overtime Periods, Tenant shall pay Landlord, as Additional Rent within ten (10) days after demand, for such services at the standard rate then fixed by Landlord for the Building. Failure by Landlord to furnish or distribute heat or any other services during Overtime Periods shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent or Additional Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business or otherwise.

(d) Landlord shall have no obligation to provide air-conditioning or ventilation services to the Premises. Landlord agrees that Tenant shall have the right to use any air-conditioning systems forming part of the Existing Improvements, subject to the provisions of Section 4.1(b).

(e) Landlord will not unreasonably withhold its consent to the removal by Tenant of the existing louvers in the exterior curtain wall of the Building and the replacement of such louvers with Building standard windows. Notwithstanding the foregoing, Tenant shall not, without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute discretion, install additional exterior louvers or in any other way alter the exterior appearance of the Building, and Tenant agrees that all elements of the design and materials of any such louvers or other alterations that would be visible from the exterior of the Building shall be consistent with the exterior design and appearance of the Building, as determined by Landlord in its sole judgment.

Section 9.4 ELEVATORS. Landlord shall provide passenger elevator service to the Premises on Business Days from 8:00 A.M. to 6:00 P.M. and freight elevator facilities on a non-exclusive basis, on Business Days from 8:00 A.M. to 4:45 P.M., and shall have one passenger elevator available at all other times. Such elevator service shall be subject to such rules and regulations as Landlord may promulgate from time to time with respect thereto. Landlord shall have the right to change the operation or manner of operation of any of the elevators in the Building and/or to discontinue, temporarily or permanently, the use of any one or more cars in any of the passenger, freight or truck elevator banks.

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Section 9.5 CLEANING AND RUBBISH REMOVAL. Tenant shall, at Tenant’s sole cost, provide cleaning services at the Premises pursuant to reasonable rules and regulations established by Landlord from time to time, and use a cleaning contractor approved by Landlord. Tenant shall, at Tenant’s sole cost, provide refuse and rubbish removal service at the Premises at times, and pursuant to regulations, established by Landlord from time to time.

Section 9.6 WATER. Landlord shall furnish hot and cold water in such quantities as Landlord deems sufficient for ordinary drinking, lavatory and cleaning purposes to the Premises. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory, cleaning and drinking purposes, Landlord may install a hot water meter and a cold water meter and thereby measure Tenant’s consumption of water for all purposes. Tenant shall (a) pay to Landlord the cost of any such meters and their installation, (b) at Tenant’s expense, keep any such meters and any such installation equipment in good working order and repair, and (c) pay to Landlord, as Additional Rent, as and when billed therefor for water consumed, together with a charge for any required pumping or heating thereof, all sewer rents, charges or any other taxes, rents, levies or charges which now or hereafter are assessed, imposed or shall become a lien upon the Premises or the Real Property pursuant to law, order or regulation made or issued in connection with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system, and in default in making such payment Landlord may pay such charges and collect the same from Tenant.

Section 9.7 NO WARRANTY OF LANDLORD. Landlord does not warrant that any of the services to be provided by Landlord to Tenant hereunder, or any other services which Landlord may supply (a) will be adequate for Tenant’s particular purposes or as to any other particular need of Tenant or (b) will be free from interruption, and Tenant acknowledges that any one or more such services may be interrupted or suspended by reason of Unavoidable Delays. In addition, Landlord reserves the right to stop, interrupt or reduce service of the Building Systems by reason of Unavoidable Delays, or for repairs, additions, alterations, replacements, decorations or improvements which are, in the judgment of Landlord, necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Any such interruption or discontinuance of service, or the exercise of such right by Landlord to suspend or interrupt such service shall not (i) constitute an actual or constructive eviction, or disturbance of Tenant’s use and possession of the Premises, in whole or in part, (ii) entitle Tenant to any compensation or to any abatement or diminution of Fixed Rent or Additional Rent, (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any responsibility or liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions, replacements, decorations or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at “overtime” or other premium pay rates or to incur any other “overtime” costs or additional expenses whatsoever. Landlord shall not be required to furnish any services except as expressly provided in this Article 9.

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SECTION 9.8 ANTENNA EQUIPMENT

(a) Landlord will grant to Tenant, for Tenant’s own use and not for resale purposes, a non-exclusive license of sufficient space on the roof of the Building, at a location designated by Landlord in its sole discretion, for the construction, installation, operation and use by Tenant of up to six (6) antenna masts for the installation of cellular communications antennae or satellite dishes, none of which shall exceed ten feet (10’) in overall height or, in the case of satellite dishes, one (1) meter in width, for use in conjunction with Tenant’s equipment and facilities in the Premises, together with related cabling, mountings and supports for the foregoing (collectively, the “Antenna Equipment”), at a location or locations designated by Landlord, taking into account any reasonable “line of sight” requirements of Tenant.

(b) If the Antenna Equipment interferes with any equipment installed by Landlord or any tenant in the Building leasing space in the Building as of the date of this Lease, or interferes with the operation of the Building or the Building Systems, or if Landlord shall determine that the operation thereof (i) may cause a health hazard or danger to property, (ii) may not be in accordance with governmental or quasi-governmental standards for non-ionizing radiation for occupational or general public health levels, then Tenant, at its expense, shall take all steps necessary to eliminate such interference, and if Tenant shall fail to eliminate such interference, Tenant shall relocate the Antenna Equipment to another area on the roof designated by Landlord. In the event Tenant fails, within thirty (30) days after notice, to relocate or remove the Antenna Equipment, Landlord may do so, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

(c) Landlord makes no representation that the Antenna Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefor.

(d) Tenant shall pay to Landlord, as a fee for the Antenna Equipment (the “Antenna License Fee”) in a amount per month equal to the product of (i) of [*] and [*]/100 Dollars ($[*]), multiplied by (ii) the number of antenna masts installed by Tenant pursuant to Section 9.8(a). The Antenna License Fee shall be payable by Landlord in advance on the first day of each calendar month during the Term, and if the Term shall commence or terminate on other than the first day or last day, respectively, of a calendar month, the Antenna License Fee for such month shall be prorated based upon the actual number of days elapsed.

SECTION 9.9 EMERGENCY GENERATOR

(a) Landlord shall make up to 2,000 kilowatts (kW) of 460/480-volt emergency electric power service (“EPS”) available to Tenant for use in the Premises from the Building emergency electric generator system (collectively, the “Generator System”) as provided in this Section 9.9.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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(b) Tenant shall pay Landlord for EPS as follows:

(i) Tenant shall pay the costs and expenses incurred by Landlord in making EPS available to the Premises, including the costs to furnish and install a transfer switch, if required, cabling and other devices necessary to connect the Generator System to the Premises, and the costs of testing, recertifying and repairing the Generator System, within thirty (30) days after demand by Landlord; and

(ii) Tenant shall pay an annual fee (the “EPS Fee”) for the period commencing on the date on which Landlord makes EPS available to the Premises through the Expiration Date, irrespective of whether or not emergency power is ever required or used by Tenant, in an amount equal to the product of (A) Landlord’s actual annual costs for the operation, maintenance and repair of the Generator System, multiplied by (B) a fraction, the numerator of which is 2,000, and the denominator of which is the total capacity, measured in kW, of the Generator System or, at Landlord’s option, of the portion thereof serving the Premises. At Landlord’s option, the EPS Fee shall be payable in monthly, quarterly, or annual installments, and in all cases shall be payable within thirty (30) days after demand by Landlord.

(c) Landlord shall supply EPS to Tenant only if there is an interruption or failure in the supply of electric current to the Premises, and under no other circumstances. Tenant shall be responsible for the payment of any occupancy tax, or any other tax (other than Landlord’s income tax) imposed upon the Additional Rent paid by Tenant pursuant to this Section 9.9.

(d) Tenant shall not transfer or assign the right to receive the EPS service described in this Section 9.9 except in connection with an assignment of this Lease consented to by Landlord as and to the extent required under Article 13, and under no circumstances shall this right be transferred or assigned to any party who is not a tenant under this Lease. Tenant acknowledges that the Generator System (and any replacement or substitute therefor), and all connections thereto, are and shall remain the sole property of Landlord and may not be removed by Tenant.

(e) Landlord shall have the right, in Landlord’s sole discretion, at any time and from time to time during the term of this Lease, upon not less than thirty (30) days prior written notice to Tenant, to relocate any of the generators comprising the Generator System to other areas of the Building, or to substitute different or additional generators for those comprising the Generator System as of the date hereof. Tenant shall cooperate with Landlord to effectuate any such relocation or substitution affecting the Generator System.

(g) Upon and subject to the provisions of this Lease, Landlord shall maintain and repair the Generator System, and shall maintain such service contracts and take such other actions as may be necessary in Landlord’s sole judgment to keep the Generator System in good working order; provided, however, that Landlord shall not be liable in any way to Tenant for any delay, interruption, failure, variation or defect in or with regard to the Generator System or EPS, and in no event shall Landlord be liable to Tenant for special, indirect or consequential damages which may result from any such delay, interruption, failure, variation or defect.

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Section 9.10 RAMP SPACE

(a) Landlord hereby grants to Tenant, for Tenant’s own use and not for resale purposes, a license of an area of the ramp on the 15th Street side of the Premises leading to the ground floor of the Building, as shown on Exhibit E to this Lease, containing approximately 2,479 usable square feet (the “Ramp Space”) for use by Tenant as (i) storage space, and (ii) for access to the Premises by individuals and vehicles, if permitted under applicable Legal Requirements. Tenant shall be solely responsible for (A) constructing such access doors, gates or other means of access to the Premises through the Ramp Space as required by Tenant and permitted under Legal Requirements, and (B) obtaining, at its expense, all required permits, approvals and certificates from all Governmental Authorities having or claiming jurisdiction with respect to Tenant’s use of the Ramp Space, and for compliance with all Legal Requirements applicable thereto, including the provisions of the certificate of occupancy from time to time issued for the Building. Without limitation of the foregoing, if any use of the Ramp Space by Tenant generates noise or exhaust fumes, then Tenant shall install sound attenuated acoustic enclosures reasonably satisfactory to Landlord designed to eliminate such noise or reduce such noise to acceptable levels, and adequate venting to eliminate such exhaust fumes from the Ramp Space and the Building.

(b) Tenant shall pay a license fee to Landlord for the Ramp Space, as Additional Rent in advance on the first day of each month during the Term, as follows (i) during the period from the Rent Commencement Date through the day before the fifth (5th) anniversary of the Rent Commencement Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]), and (ii) during the period from the fifth (5th) anniversary of the Rent Commencement Date through day before the tenth (10th) anniversary of the Rent Commencement Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]), and (iii) during the period from the tenth (10th) anniversary of the Rent Commencement Date through the Expiration Date, the product of the usable square foot area of the Ramp Space, multiplied by [*] and [*]/100 Dollars ($[*]). All of the provisions of this Lease shall apply to the Ramp Space, including all provisions relating to compliance with Legal Requirements, insurance, indemnity, repairs and maintenance. The license granted to Tenant in this Section 9.10 shall not be assignable by Tenant separately from this Lease.

(c) Landlord shall not have any obligations with respect to the Ramp Space or compliance with any Legal Requirements (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto, nor shall Landlord be required to provide any services to the Ramp Space.

(d) The privileges granted Tenant under this Section 9.10 merely constitute a license and shall not, now or at any time after the installation of the Ramp Space, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof. The license granted to Tenant in this Section 9.10 shall continue until and automatically

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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terminate and expire upon the expiration or earlier termination of this Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination. For so long as this Lease shall be in full force and effect, Landlord will not terminate the license granted to Tenant hereby. Upon request by Landlord following the expiration or sooner termination of this Lease and the license granted to Tenant in this Section 9.10, Tenant, at Tenant’s expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document reasonably required by Landlord confirming the termination of Tenant’s right to use the Ramp Space.

ARTICLE 10. INSURANCE

Section 10.1 Tenant, at its expense, shall obtain and keep in full force and effect a policy of commercial general liability insurance under which Tenant is named as the insured and Landlord, Landlord’s managing agent for the Building, and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) are named as additional insureds, which insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent or any Lessors or Mortgagees named as additional insureds. Tenant’s primary commercial general liability policy shall contain a provision that the policy shall be noncancellable unless twenty (20) days’ written notice shall have been given to Landlord and Landlord shall similarly receive twenty (20) days’ notice of any material change in coverage. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $5,000,000 per location general aggregate limit; provided, however, that Landlord shall retain the right to require Tenant to increase said coverage to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by prudent landlords of comparable buildings in the City of New York, and provided further that Landlord shall require similar increases of other tenants of space in the Building comparable to the Premises, to the extent Landlord shall then have the right to do so under applicable leases. Tenant shall also obtain and keep in full force and effect during the Term, (a) insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “all risk” insurance policies with extended coverage, to Tenant’s Property and Tenant’s Alterations for the full insurable value thereof or on a replacement cost basis; (b) Workers’ Compensation Insurance, as required by law; (c) New York Disability Benefits Law Policy; and (d) such other insurance in such amounts as Landlord, any Mortgagee or Lessor may reasonably require from time to time. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a Best’s Rating” of “A-” and a “Financial Size Category” of at least “XI” or if such ratings are not then in effect, the equivalent thereof.

Section 10.2 (a) The parties hereto do hereby waive, any and all rights of recovery against the other, or against the officers, employees, partners, agents and representatives of the other, for loss of or damage to the property of the waiving party to the extent such loss or damage is insured against under any insurance policy carried by Landlord or

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Tenant hereunder. In addition, the parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and subject to obtaining such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, hereby agree not to make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation or consent to waiver provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation or consent to waiver provision. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Alterations (if any) or Tenant’s Property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

(b) As to each party hereto, provided such party’s right of full recovery under the applicable insurance policy is not adversely affected, such party hereby releases the other (its servants, agents, contractors, employees and invitees) with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damages or destruction of the type covered by such insurance with respect to its property by fire or other casualty i.e. in the case of Landlord, as to the Building, and, in the case of Tenant, as to Tenant’s Property and Tenant’s Alterations (including rental value or business interruption, as the case may be) occurring during the Term of this Lease.

Section 10.3 On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Article 10, including evidence of waivers of subrogation required pursuant to Section 10.2. Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

ARTICLE 11. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE

Section 11.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, Tenant shall give prompt notice thereof to Landlord, and the damage shall be repaired by and at the expense of Landlord to substantially the condition prior to the damage, including Tenant’s Alterations, but excluding Tenant’s Property. Until such repairs shall be substantially completed, Fixed Rent and Additional Rent shall, so long as Tenant shall not be in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.1, be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total area of the Premises. Tenant shall

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pay to Landlord all proceeds of insurance policies covering Tenant’s Alterations, and such proceeds shall be used by Landlord in the repair of Tenant’s Alterations. Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Property.

(b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant’s Alterations (or the payment by the Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord’s obligation to commence those repairs to Tenant’s Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant’s Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Alterations, as estimated by a reputable independent contractor designated by Landlord, exceeds the available insurance proceeds therefor. The amounts due in accordance with the preceding sentence constitute Additional Rent under this Lease and shall be payable by Tenant to Landlord upon demand.

Section 11.2 (a) Anything contained in Section 11.1 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then in any of such events, Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 11.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

(b) If this Lease is terminated pursuant to the provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant’s Alterations as provided in Section 11.1 (a). Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant with respect to any of Tenant’s Alterations. The balance of such proceeds, if any, shall be paid to Tenant.

Section 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall elect to restore the Premises, Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be twelve (12) months following the date of such damage or destruction, Tenant shall have the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date

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were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding anything set forth to the contrary in this Article 11, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein.

Section 11.4 This Article 11 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

ARTICLE 12. EMINENT DOMAIN

Section 12.1 If (a) all of the floor area of the Premises, or so much thereof as shall render the Premises wholly untenantable or not reasonably sufficient for Tenant to continue the normal and practical operation of its business, shall be acquired or condemned for any public or quasi-public use or purpose, or (b) a portion of the Real Property, not including the Premises, shall be so acquired or condemned, but by reason of such acquisition or condemnation, Tenant no longer has means of access to the Premises, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if that date were the Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Article 12, Fixed Rent and Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 12.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations, and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 12.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking and for any moving expenses, provided such award shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award made by it to Landlord.

Section 12.3 If only a part of the Real Property shall be so acquired or condemned then, subject to Section 12.1, this Lease and the Term shall continue in force and effect. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned so as to constitute tenantable Premises. From and after the date of the vesting of title, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation.

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ARTICLE 13. ASSIGNMENT AND SUBLETTING

Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance. If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void.

Section 13.2 If Tenant shall, at any time or from time to time, during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, which Tenant’s Notice shall set forth: (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive under such assignment, (b) with respect to a sublet of all or a part of the Premises (i) the dates upon which Tenant desires the sublease term to commence and expire, (ii) the rental rate and other material business terms upon which Tenant would sublet such premises, and (iii) a description of the Premises showing the portion to be sublet, the effective or commencement date of which shall be not less than sixty (60) nor more than one hundred and eighty (180) days after the giving of such notice, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, and (e) a true and complete copy of the proposed assignment or sublease and any other agreements relating thereto. Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (I) sublease such space (the “Leaseback Space”) from Tenant upon the terms and conditions set forth in Section 13.4, or terminate the Lease with respect to only the Leaseback Space, or (II) if the proposed transaction is (1) an assignment of this Lease or (2) a subletting of fifty percent (50%) or more of the rentable area of the Premises, terminate this Lease. Said options may be exercised by Landlord by notice given to Tenant at any time within thirty (30) days after Tenant’s Notice has been given by Tenant to Landlord, and during such thirty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other than Landlord.

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Section 13.3 If Landlord exercises its option to terminate this Lease with respect to all or a portion of the Premises pursuant to Section 13.2, then this Lease shall end and expire on the date that such assignment or sublease was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent due hereunder shall be paid and apportioned to such date. In such event, Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Following such termination, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant.

Section 13.4 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the product of (i) the lesser of (A) the rental rate per rentable square foot of Fixed Rent and Additional Rent then payable pursuant to this Lease, or (B) the rental rate per rentable square foot of rent and additional rent set forth in Tenant’s Notice, multiplied by (ii) the number of rentable square feet of the Leaseback Space, and shall be for the same term as that of the proposed subletting, and such sublease shall:

(a) be upon such other terms and conditions as are contained in Tenant’s Notice, and be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease, except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 13 to the contrary;

(b) give the subtenant the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the Term of this Lease less one day;

(c) provide that any assignee or further subtenant of Landlord or its designee, may, at Landlord’s option, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease; provided, however, that such assignee or subtenant shall, at its expense, repair any damage and injury caused by such removal; and

(d) provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or sublease by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant shall, at Tenant’s expense, at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord

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may, at Tenant’s expense, make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

Section 13.5 (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord, except as to any obligation which arises out of or results from the negligence or willful misconduct of Tenant, or any of its agents, servants or employees.

(b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

(c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or Landlord’s designee).

(d) Any consent required of Tenant, as Landlord under the sublease, shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, and any failure of Landlord (or its designee) to comply with the provisions of the sublease other than with respect to the payment of Fixed Rent and Additional Rent to Tenant, shall not constitute a default thereunder or hereunder if Landlord shall have consented to such non-compliance.

Section 13.6 In the event Landlord does not exercise either option provided to it pursuant to Section 13.2, and provided that no Event of Default shall have occurred and be continuing under this Lease as of the time Landlord’s consent is requested by Tenant, Landlord’s consent (which must be in writing and in form and substance satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed; provided, however, that:

(a) Tenant shall have complied with the provisions of Section 13.2 and Landlord shall not have exercised any of its options thereunder within the time permitted therefor;

(b) In Landlord’s judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building, and (ii) does not violate the restrictions set forth in Article 2;

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(c) The proposed assignee or subtenant is a reputable Person with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with evidence thereof reasonably satisfactory to Landlord;

(d) In the event Landlord has space in the Building available for lease, then (i) neither the proposed assignee or subtenant nor any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant, is then an occupant of any part of the Building, and (ii) the proposed assignee or subtenant is not a Person (or Affiliate of a Person) with whom Landlord or Landlord’s agent is then, or has been within the previous six (6) month period, negotiating in connection with rental of space in the Building;

(e) The form of the proposed sublease or instrument of assignment shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 13, and Tenant shall deliver a true and complete original, fully executed counterpart of such sublease or other instrument to Landlord promptly upon the execution and delivery thereof;

(f) Tenant and its proposed subtenant or assignee, as the case may be, shall execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, setting forth the terms and conditions upon which Landlord shall have granted its consent to such assignment or subletting, and the agreement of Tenant and such subtenant or assignee, as the case may be, to be bound by the provisions of this Article 13;

(g) There shall not be more than five (5) occupants of the Premises (including Tenant);

(h) The amount of the aggregate rent to be paid by the proposed subtenant shall not be less than the then current market rent per rentable square foot for the Premises, determined as though the Premises were vacant, and the rental and other terms and conditions of the sublease shall be substantially the same as those contained in Tenant’s Notice;

(i) Tenant shall reimburse Landlord, as Additional Rent upon demand, for (A) the actual, out-of-pocket costs and expenses incurred by Landlord in connection with the assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the cost of reviewing plans and specifications proposed to be made in connection therewith, and (B) Landlord’s reasonable legal fees and disbursements incurred in connection with the granting of any requested consent and the preparation of Landlord’s written consent to the sublease or assignment;

(j) Tenant shall not have (i) advertised or publicized in any way the availability of the Premises without prior notice of and approval by Landlord, or (ii) listed the Premises for sublease or assignment with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease comparable space in the Building;

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(k) The proposed occupancy shall not impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant and such proposed subtenant or assignee shall agree with Landlord in writing to pay the costs of such additional services; and

(1) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.

Except for any sublease by Tenant to Landlord or its designee pursuant to this Article 13, each sublease pursuant to this Section 13.6 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease to Landlord or any such sublease to any other subtenant, or any acceptance of Fixed Rent or Additional Rent by Landlord from any subtenant, Tenant will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on Tenant’s part to be observed and performed, and for all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under Section 13.2, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and disbursements) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant arising from or in connection with such proposed assignment or subletting, or by any brokers or other Persons (with whom Tenant or its proposed assignee or subtenant may have dealt) claiming a commission or similar compensation in connection with the proposed assignment or sublease.

Section 13.7 In the event that (a) Landlord fails to exercise either of its options under Section 13.2 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 13.2 before assigning this Lease or subletting all or part of the Premises.

Section 13.8 With respect to each and every sublease authorized by Landlord under the provisions of this Lease, it is further agreed that:

(a) No sublease shall be for a term ending later than one day prior to the Expiration Date of this Lease;

(b) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord and approved in writing by Landlord; and

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(c) Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s Fixed Rent or of any Additional Rent, or (iv) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Article 13. The provisions of this Article 13 shall be self-operative and no further instrument shall be required to give effect to this provision.

Section 13.9 If Landlord shall consent to any assignment of this Lease or to any sublease, or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent:

(a) In the case of an assignment, on the effective date of the assignment, an amount equal to (i) all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (including sums paid for Tenant’s Property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such assignment; or

(b) In the case of a sublease, an amount equal to (i) all rents, additional charges or other consideration payable to Tenant under the sublease in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including sums paid for the sale or rental of Tenant’s Property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such sublease. The sums payable under this clause shall be paid by Tenant to Landlord as Additional Rent as and when payable by the subtenant to Tenant.

Section 13.10 (a) If Tenant is a corporation (but not a public corporation), the provisions of Section 13.1 shall apply to a transfer (by one or more transfer(s)), of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of

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this Lease. It is expressly understood that the term “transfer(s)” shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by Persons which do not hold a majority of the stock of Tenant on the date hereof. The foregoing shall not apply to, and Landlord’s consent shall not be required for, transactions with a corporation or other business entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred; provided, however, that (i) such transfer shall have been made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease, (ii) the successor to Tenant shall have a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of (A) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (B) the net worth of Tenant herein named on the date of this Lease, and (iii) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

(b) If Tenant is a partnership, the provisions of Section 13.1 shall apply to a transfer (by one or more transfers) of a majority interest in the partnership, as if such transfer were an assignment of this Lease.

(c) The limitations set forth in this Section 13.10 shall be deemed to apply to subtenant(s), assignee(s) and Guarantor(s) of this Lease, if any, and any transfer by any such Person in violation of this Section 13.10 shall be deemed to be a transfer in violation of Section 13.1.

(d) A modification, amendment or extension of a sublease shall be deemed a sublease for the purposes of Section 13.1, and a takeover agreement shall be deemed a transfer of this Lease for the purposes of Section 13.1.

Section 13.11 Tenant may, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, permit any Affiliate of Tenant to sublet all or part of the Premises for any Permitted Use, or assign this Lease to any Affiliate, subject however to compliance with Tenant’s obligations under this Lease. Such sublease shall not be deemed to vest in any such Affiliate any right or interest in this Lease or the Premises nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder.

Section 13.12 (a) Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 13.1 or without Landlord’s consent to the extent permitted under Sections 13.10 and 13.11, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed from and after the effective date of such assignment or transfer, and whereby the assignee shall agree that the provisions in Section 13.1 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers.

(b) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any

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respect by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, extending the time, or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, to enforce any of the obligations of this Lease.

(c) The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of Premises or to the use or occupancy thereof by others. Any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by notice to Tenant, provided that Landlord shall not unreasonably revoke such privilege as to any Affiliate of Tenant, or any subtenant of Tenant or assignee of this Lease approved by Landlord pursuant to this Article 13.

ARTICLE 14. ACCESS TO PREMISES

Section 14.1 Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain concealed ducts, pipes and conduits in and through the Premises, provided that Landlord will not thereby reduce the rentable area of the Premises, other than to a de minimis extent. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times upon reasonable prior notice (except no such prior notice shall be required in case of emergency), which notice may be oral, to examine the same, to show them to prospective purchasers, Mortgagees, Lessors or lessees of the Building and their respective agents and representatives or prospective tenants of the Premises, and to make such repairs, alterations, improvements or additions (a) as Landlord may deem necessary or desirable to the Premises or to any other portion of the Building, or (b) which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to make or perform under this Lease, or (c) for the purpose of complying with Legal Requirements, and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and Fixed Rent and Additional Rent will not be abated while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise.

Section 14.2 If Tenant shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s agents may enter the same without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Building or any part thereof, other than as herein provided.

Section 14.3 Landlord shall have the right from time to time to alter the Building and, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly

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known; provided, however, that Landlord shall not make any permanent alterations which will deny or substantially interfere with Tenant’s access to the Premises from the public areas of the Building. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances other than doors and entrances solely servicing the Premises), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in connection with any actions by Landlord permitted under this Section 14.3; provided, however, that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever.

ARTICLE 15. CERTIFICATE OF OCCUPANCY

Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5) days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a material covenant of this Lease and Landlord shall have the right to terminate this Lease immediately, and in addition thereto shall have the right to exercise any and all rights and privileges and remedies given to Landlord by and pursuant to the provisions of Articles 16 and 17.

ARTICLE 16. DEFAULT

Section 16.1 Each of the following events shall be an “Event of Default” hereunder:

(a) if Tenant defaults in the payment when due of any installment of Fixed Rent, or in the payment when due of any Additional Rent, and such default continues for a period of five (5) days after notice thereof from Landlord; provided, however, that if Tenant shall default after such notice in the timely payment of Fixed Rent or Additional Rent, and any such Event of Default shall occur more than three (3) times in any period of 12 months, then, notwithstanding that such Events of Default shall have each been cured within the applicable period provided above, upon any further similar default, Landlord may serve a three days’ notice of termination upon Tenant without affording to Tenant an opportunity to cure such further default; or

(b) if Tenant’s interest in this Lease is transferred in violation of Article 13; or

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(c) if the Premises or a substantial portion thereof becomes permanently vacant or abandoned; or

(d) (i) if Tenant or any Guarantor admits in writing its inability to pay its debts as they become due; or

(ii) if Tenant or any Guarantor commences or institutes any case, proceeding or other action (A) seeking relief as a debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

(iii) if Tenant or any Guarantor makes a general assignment for the benefit of creditors; or

(iv) if any case, proceeding or other action is commenced or instituted against Tenant or any Guarantor (A) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which either (A) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect or (B) remains undismissed for a period of one hundred twenty (120) days; or

(v) if any case, proceeding or other action is commenced or instituted against Tenant or any Guarantor seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within one hundred twenty (120) days from the entry thereof; or

(vi) if Tenant or any Guarantor takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (ii), (iii), (iv) or (v) of this Subsection 16.1(d); or

(vii) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant or any Guarantor, which appointment is not vacated or effectively stayed within seven (7) Business Days, or if any such vacating or stay does not thereafter remain in effect; or

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(e) if Tenant defaults in the observance or performance of any other term, covenant or condition of this Lease on Tenant’s part to be observed or performed and Tenant fails to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or, if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days, if Tenant fails to commence to remedy such default within such thirty-day period, or fails thereafter to diligently prosecute to completion all steps necessary to remedy such default;

(f) if Tenant or any Affiliate of Tenant defaults beyond applicable grace and notice periods in the payment of any fixed rent or additional rent under any other lease of space in the Building, or if any such lease is terminated by Landlord as a result of a default by the tenant thereunder;

(g) if Tenant fails to deliver the Replacement Guaranty (as defined in Section 29.1), duly executed and acknowledged by Successor, within ten (10) Business Days after the Effective Date; or

(h) if any Guarantor defaults beyond applicable grace and notice periods in the payment or performance of any of its obligations under any Guaranty.

Section 16.2 (a) If an Event of Default occurs, Landlord may at any time thereafter give written notice to Tenant stating that this Lease and the Term shall expire and terminate on the date specified in such notice, which date shall not be less than seven (7) days after the giving of such notice. If Landlord gives such notice, this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as if the date set forth in such notice were the Fixed Expiration Date and Tenant immediately shall quit and surrender the Premises, but Tenant shall remain liable as hereinafter provided. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 16.1(d), or by federal or state statute, then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on seven (7) days’ notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration of said seven (7) day period this Lease shall cease and expire as set forth above and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Premises as aforesaid.

Section 16.3 If, at any time, (a) Tenant shall comprise two (2) or more Persons, (b) Tenant’s obligations under this Lease shall have been guaranteed by any Person other than Tenant, or (c) Tenant’s interest in this Lease shall have been assigned, the word “Tenant,” as used in Section 16.1(d), shall be deemed to mean any one or more of the Persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord

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from or on behalf of Tenant during the pendency of any proceeding of the types referred to in Section 16.1(d) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Fixed Rent and/or Additional Rent or a waiver on the part of Landlord of any rights under this Lease.

ARTICLE 17. REMEDIES AND DAMAGES

Section 17.1 (a) If an Event of Default shall occur, and this Lease and the Term shall expire and come to an end as provided in Article 16:

(i) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such Event of Default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by legal force or other legal means (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other Persons from the Premises and remove any and all of their property and effects from the Premises; and

(ii) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(b) Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all Persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such Persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,” re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event

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of a breach or threatened breach by Tenant, or any Persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The rights to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 17.2 (a) If this Lease and the Term shall expire and come to an end as provided in Article 16, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1, or by or under any summary proceeding or any other action or proceeding, then, in any of such events:

(i) Tenant shall pay to Landlord all Fixed Rent and Additional Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(ii) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (the “Deficiency”) between (A) Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry), and (B) the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 17.1(a)(ii) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and with such reletting including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting). Tenant shall pay the Deficiency in monthly installments on the days specified in this Lease for payment of installments of Fixed Rent, and Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise. No suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(iii) whether or not Landlord shall have collected any monthly Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as and for liquidated and agreed final damages, a sum equal (A) to the amount by which the Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry) exceeds (B) the then fair and reasonable rental value of the Premises, including Additional Rent for the same period, both discounted to present value at the rate of four percent (4%) per annum less (C) the aggregate amount of Deficiencies previously collected by Landlord pursuant to the provisions of Section 17.2(a)(ii) for the same period. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, Landlord shall have relet the Premises or any part thereof for the

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period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of net rents collected in connection with such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(b) If Landlord shall relet the Premises, or any part thereof, together with other space in the Building, the net rents collected under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section 17.2. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained in Article 16 or this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

ARTICLE 18. FEES AND EXPENSES

Section 18.1 If an Event of Default shall occur under this Lease or if Tenant shall do or permit to be done any act or thing upon the Premises which would cause Landlord to be in default under any Superior Lease or Mortgage, or if Tenant shall fail to comply with its obligations under this Lease and the preservation of property or the safety of any tenant, occupant or other person is threatened, Landlord may, after reasonable prior notice to Tenant except in an emergency, perform the same for the account of Tenant or make any expenditure or incur any obligation for the payment of money for the account of Tenant. All amounts expended by Landlord in connection with the foregoing, including reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding or recovering possession, and the cost thereof, with interest thereon at the Default Rate, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefor.

Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent and/or Additional Rent when due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent and/or Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum equal to interest at the Default Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment.

ARTICLE 19. NO REPRESENTATIONS BY LANDLORD

Except as expressly set forth in this Lease, Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to (a) the rentable and usable areas of the Premises or the Building, (b) the amount of any current or future Labor Rates or Taxes, (c) the compliance with applicable Requirements of the Premises or the Building, or (d) the suitability of the Premises for any particular use or purpose. No rights, easements or licenses are acquired by Tenant under this Lease, by implication or otherwise, except as expressly set forth herein. This Lease (including any Exhibits referred to herein and all supplementary agreements provided for herein) contains the entire agreement between the parties and all understandings and agreements previously made between Landlord and Tenant are

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merged in this Lease, which alone fully and completely expresses their agreement. Tenant is entering into this Lease after full investigation, and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

ARTICLE 20. END OF TERM

Section 20.1 Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom-clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall remove all of Tenant’s Property and the Designated Alterations from the Premises as required under Section 3.3, and this obligation shall survive the expiration or sooner termination of the Term. If the last day of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall expire on the Business Day immediately preceding. Tenant expressly waives, for itself and for any Person claiming through or under Tenant, any rights which Tenant or any such Person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20.

Section 20.2 Tenant acknowledges that Tenant or any subtenant of Tenant remaining in possession of the Premises after the expiration or earlier termination of this Lease would create an unusual hardship for Landlord and for any prospective tenant. Tenant, therefore, covenants that if for any reason Tenant or any subtenant of Tenant shall fail to vacate and surrender possession of the Premises or any part thereof on or before the expiration or earlier termination of this Lease and the Term, then Tenant’s continued possession of the Premises shall be as a “month-to-month” tenant, during which time, without prejudice and in addition to any other rights and remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over, an amount equal to (i) one hundred fifty percent (150%) of the total monthly amount of Fixed Rent and Additional Rent payable hereunder immediately prior to such termination (the “Existing Rent”) for the first thirty (30) days during which Tenant holds over, and (ii) two hundred percent (200%) of the Existing Rent thereafter. The provisions of this Section 20.2 shall not in any way be deemed to (a) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease or (b) imply any right of Tenant to use or occupy the Premises upon expiration or termination of this Lease and the Term, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. Tenant’s obligations under this Article shall survive the expiration or earlier termination of this Lease.

ARTICLE 21. QUIET ENJOYMENT

Provided no Event of Default has occurred and is continuing, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease.

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ARTICLE 22. NO WAIVER; NON-LIABILITY

Section 22.1 No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and, subject to the provisions of Section 10.2, neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise.

Section 22.2 The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all of the force and effect of an original violation. The receipt by Landlord of Fixed Rent and/or Additional Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or any Additional Rent shall be deemed to be other than on account of the next installment of Fixed Rent or Additional Rent, as the case may be, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Fixed Rent or Additional Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Fixed Rent or Additional Rent or pursue any other remedy in this Lease provided. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

Section 22.3 (a) Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable

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for any latent defect in the Premises or in the Building (except that Landlord shall be required to repair the same to the extent provided in Article 5). Nothing in the foregoing shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 28 in order to recoup for payments made to compensate for losses of third parties.

(b) If, at any time or from time to time, any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever, or any of such windows are permanently closed, darkened or bricked-up if required by any Legal Requirement or related to any construction upon property adjacent to the Real Property by parties other than Landlord, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or Additional Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction or constructive eviction of Tenant from the Premises.

ARTICLE 23. WAIVER OF TRIAL BY JURY

The respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding (unless failure to impose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may have been or will be brought in any other court by Tenant.

ARTICLE 24. INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay Fixed Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed will not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident, or by any cause whatsoever reasonably beyond Landlord’s control, including laws, governmental preemption in connection with a national emergency or by reason of any Legal Requirements or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (“Unavoidable Delays”).

ARTICLE 25. BILLS AND NOTICES

Except as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications given or required to be given under this Lease shall be in writing and shall be deemed sufficiently given or rendered if

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delivered by hand (against a signed receipt), sent by a nationally recognized overnight courier service, or sent by registered or certified mail (return receipt requested) and addressed:

if to Tenant, (a) at Tenant’s address at the Premises, with a copy to: Global Crossing Telecommunications, Inc., 1080 Pittsford-Victor Road, Pittsford, New York 14534, Attention: Real Estate Group, with a copy to: Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Office of the General Counsel, or (b) at any place where Tenant or any agent or employee or Tenant may be found if mailed subsequent to Tenant’s abandoning or surrendering the Premises; or

if to Landlord, as follows: 111 Chelsea LLC, c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Mr. Paul Pariser, with a copy to: Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Eric Asmundsson, Esq.

Any such bill, statement, consent, notice, demand, request or other communication given as provided in this Article 25 shall be deemed to have been rendered or given (i) on the date when it shall have been hand delivered, (ii) three (3) Business Days from the date when it shall have been mailed, or (iii) one (1) Business Day from the date when it shall have been sent by overnight courier service.

ARTICLE 26. RULES AND REGULATIONS

Landlord reserves the right, from time to time, to adopt additional reasonable and non-discriminatory Rules and Regulations and to amend the Rules and Regulations then in effect. Tenant and Tenant’s contractors, employees, agents, and licensees shall comply with the Rules and Regulations, as so supplemented or amended. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees. Landlord will not discriminate against Tenant in its enforcement of the Rules and Regulations. If there shall be any inconsistencies between this Lease and the Rules and Regulations, the provisions of this Lease shall prevail.

ARTICLE 27. BROKER

Section 27.1 Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker in connection with this Lease other than CB/Richard Ellis, Inc. (“Broker”) and that to the best of its knowledge and belief, no other broker, finder or similar Person procured or negotiated this Lease or is entitled to any fee or commission in connection herewith. Landlord has agreed to pay a commission to Broker pursuant to a separate written agreement.

Section 27.2 Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Broker) arising out of

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any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, or the above representation being false. The provisions of this Article 27 shall survive the expiration or earlier termination of the Term of this Lease.

ARTICLE 28. INDEMNITY

Section 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Tenant shall defend, indemnify and save harmless Landlord from and against (a) all claims of whatever nature against Landlord arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors, (b) all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, except to the extent resulting from the gross negligence or willful misconduct of Landlord, its employees, agents, or contractors, (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant’s agents, employees, and (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

Section 28.2 Tenant agrees to defend, indemnify and hold harmless Landlord and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including attorneys’ and consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against Landlord or any such party directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim relating in any way to Tenant’s operation or use of the Premises or the Building. The provisions of this Section 28.2 shall survive the expiration or sooner termination of this Lease.

ARTICLE 29. GUARANTY

Section 29.1 On or before the date of execution and delivery of this Lease, Tenant will deliver to Landlord the Guaranty, in the form of Exhibit C to this Lease. If such date is prior to the Effective Date, then the Guarantor shall be Global Crossing Holdings Ltd.; provided that within ten (10) Business Days after the Effective Date, Tenant shall cause Successor to execute and deliver to Landlord a replacement Guaranty, in the form of Exhibit C (the “Replacement Guaranty”), along with proof, reasonably satisfactory to Landlord, that

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Successor is the successor to all of the assets and business of Global Crossing Holdings Ltd. Time shall be of the essence as to Tenant’s obligation to deliver the Replacement Guaranty within ten (10) Business Days after the Effective Date.

ARTICLE 30. SECURITY DEPOSIT

Section 30.1 Tenant has deposited with Landlord the sum of [*] and [*]/100 Dollars ($[*]) as security for the full and faithful performance of all of the obligations of Tenant under this Lease (all or any part of such amount, the “Security Deposit”). If an Event of Default shall occur under this Lease, Landlord may use, apply or retain all or any part of the Security Deposit for the payment of any Fixed or Additional Rent or any other sum in default or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of such Event of Default, or to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of such Event of Default. Tenant shall, within five (5) Business Days after notice from Landlord, deposit with Landlord cash or a letter of credit in an amount sufficient to restore the Security Deposit to the amount then required pursuant to the terms of this Article 30. Tenant’s obligation to make such payment shall be deemed a requirement that Tenant pay an item of Additional Rent, and Tenant’s failure to do so shall be a breach of this Lease. Landlord shall not, unless otherwise required under applicable Law, pay interest to Tenant on the Security Deposit, and if Landlord is required to maintain the Security Deposit in an interest bearing account, Landlord will retain the maximum amount permitted under applicable Laws as a bookkeeping and administrative charge. Tenant shall not assign or encumber any part of the Security Deposit, and no assignment or encumbrance by Tenant of all of any part of the Security Deposit shall be binding upon Landlord, whether made prior to, during, or after the Term. Landlord shall not be required to exhaust its remedies against Tenant or against the Security Deposit before having recourse to any other form of security held by Landlord, and recourse by Landlord to any portion of the Security Deposit shall not affect any remedies of Landlord provided in this Lease or available to Landlord under applicable Laws. So long as no Event of Default shall then have occurred and be continuing, the Security Deposit or any balance thereof shall be returned to Tenant reasonably promptly after the expiration or sooner termination (other than a termination pursuant to Article 16) of the Term and Tenant’s surrender to Landlord of the Premises.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Section 30.2 Tenant shall use all commercially reasonable efforts, subject to any required consents, approvals or authorizations from the Bankruptcy Court, to replace the cash Security Deposit deposited with Landlord pursuant to Section 30.1 with a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon any commercial bank, trust company, national banking association or savings and loan association having offices for banking and drawing purposes in the City of New York and which is a member of the New York Clearinghouse Association (the “Issuing Bank”). The Issuing Bank (or its parent company) shall have outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better by Standard & Poor’s Corporation, and has combined capital, surplus and undivided profits of not less than $500,000,000.00. The Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord (and substantially as shown on Exhibit F to this Lease), be for the account of Landlord, be in the amount of the Security Deposit then required to be deposited hereunder, and be fully transferable by Landlord to successor owners of the Building without the payment of any fees or charges, it being agreed that if any such fees or charges shall be so imposed, then such fees or charges, shall be paid by Tenant. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date of the Letter of Credit that the Issuing bank elects not to have such Letter of Credit renewed. Additionally, the Letter of Credit shall provide that Landlord shall have the right, exercisable at any time after Landlord’s receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the terms of this Article 30 as a cash security deposit pending the replacement Letter of Credit. If an Event of Default shall have occurred and be continuing under any provision of this Lease, including the provisions relating to the payment of Fixed Rent and Additional Rent, Landlord may apply or retain the whole or any pan of the cash security so deposited or may notify the Issuing Bank and thereupon receive all the monies represented by the Letter of Credit and use, apply, or retain the whole or any part of such proceeds as provided in this Section 30.2. Any portion of the cash proceeds of the Letter of Credit not so used or applied by Landlord in satisfaction of the obligations of Tenant as to which such Event of Default shall have occurred shall be deposited by Landlord and retained as a cash security deposit as provided in Section 30.1. If Landlord applies or retains any part of the cash security or proceeds of the Letter of Credit, as the case may be, Tenant shall, within five (5) Business Days after written demand, deposit with Landlord the amount so applied or retained so that Landlord shall have the full Security Deposit required pursuant to Section 30.1 on hand at all times during the Term. So long as no Event of Default shall then have occurred and be continuing, the Letter of Credit shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale or lease of Landlord’s interest in the Premises, within thirty (30) days of notice of such sale or leasing, Tenant, at Tenant’s expense, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, or have the Letter of Credit reissued in the name of the new landlord, and Landlord shall thereupon be released by Tenant from all liability for the return of the Letter of Credit; provided, however, that if the Letter of Credit is reissued, Landlord shall return the original Letter of Credit issued in Landlord’s name to Tenant.

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ARTICLE 31. RENT MODIFICATIONS

Section 31.1 In consideration of certain transactions associated with the termination of the lease with Prior Tenant, Landlord hereby agrees that, so long as no Event of Default shall have occurred and be continuing under this Lease, Landlord hereby agrees to be responsible for, and Tenant shall not be obligated to pay, a portion of the Fixed Rent payable by Tenant hereunder, in the following amounts during the following periods:

(a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*];

(b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(c) During the period commencing on [*] and ending on [*], [*] and [*]/100 Dollars ($[*]);

(d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*];

(e) During the period commencing on [*] and ending on [*], [*] and [*]/100 Dollars ($[*]); and

(f) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date.

Section 31.2 Upon the occurrence and during the continuation of an Event of Default, and following any termination of this Lease as a consequence of any Event of Default, Tenant shall be obligated to pay Fixed Rent in the full amounts set forth in Section 1.1, without giving effect to the provisions of this Section 31.2.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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ARTICLE 32. MISCELLANEOUS

Section 32.1 (a) The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and the transferee of Landlord’s interest in the Building or the Real Property, as the case may be, shall be deemed to have assumed all obligations under this Lease. Prior to any such sale, conveyance, assignment or transfer, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Exculpated Parties (defined below) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

(b) Notwithstanding anything contained herein to the contrary, Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and no partner, shareholder, director, officer, principal, employee or agent, directly or indirectly, of Landlord (collectively, the “Exculpated Parties”) shall be personally liable for the performance of Landlord’s obligations under this Lease. Tenant shall not seek any damages against any of the Exculpated Parties.

Section 32.2 Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

Section 32.3 (a) All of the Exhibits attached to this Lease are incorporated in and made a part of this Lease, but in the event of any conflict or inconsistency between the provisions of this Lease and the Exhibits, the provisions of this Lease shall control. As used in this Lease, unless expressly stated to the contrary: (i) the words “include”, “includes”, or “including” shall be deemed to be followed by the words “without limitation”, (ii) personal pronouns shall be deemed to include the other genders and the singular to include the plural, (iii) all references to notices to be given by or to a party shall be deemed to refer to written notices, (iv) all Article, Section and Exhibit references shall be deemed references to the Articles, Sections and Exhibits of this Lease, (v) if a party has agreed in this Lease that it will not unreasonably withhold its consent or approval, such consent or approval shall not be unreasonably conditioned or delayed, (vi) whenever a financial obligation is stated to be at a party’s expense, such obligation shall be at such party’s sole cost and expense, and (vii) when a period of time is stated in this Lease as commencing or ending on specified dates, such period of time shall be deemed (A) inclusive of such stated commencement and ending dates, and (B) to commence at 12:00 a.m. Eastern Time on such stated commencement date and to end at 11:59 p.m. Eastern Time on such stated ending date. The captions used in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision hereof.

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(b) This Lease shall be governed in all respects by the laws of the State of New York applicable to agreements executed in and to be performed wholly within said State.

(c) If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(d) If at the commencement of, or at any time or times during the Term of this Lease, the Fixed Rent and Additional Rent reserved in this Lease shall not be fully collectible by reason of any Legal Requirement, Tenant shall enter into such agreements and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time during the continuance of such legal rent restriction be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction prior to the expiration of the Term, (i) Fixed Rent and Additional Rent shall become and thereafter be payable hereunder in accordance with the amounts reserved in this Lease for the periods following such termination, and (ii) Tenant shall pay to Landlord, if legally permissible, an amount equal to (A) the items of Fixed Rent and Additional Rent which would have been paid pursuant to this Lease but for such legal rent restriction less (B) the rents paid by Tenant to Landlord during the period or periods such legal rent restriction was in effect.

(e) The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns.

Section 32.4 Except as expressly provided to the contrary in this Lease, Tenant agrees that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of New York or the Federal courts sitting in New York City; and for that purpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts. Tenant hereby irrevocably appoints the Secretary of the State of New York as its authorized agent upon which process may be served in any such action or proceeding.

Section 32.5 Tenant hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Tenant may be entitled, and agrees not to assert any claims of any such immunities in any action brought by Landlord under or in connection with this Lease. Tenant acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is a material inducement to Landlord to enter into this Lease.

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

LANDLORD:	111 CHELSEA LLC
	By:	Taconic Chelsea Holdings LLC, managing member
		By:	Taconic SL Principals LLC, managing member
			By:	/s/ Paul Pariser
				Paul E. Pariser, Principal
TENANT:	GLOBAL CROSSING TELECOMMUNICATIONS, INC.
	By:	/s/ David J. Showerman
	Name:	David J. Showerman
	Title:	VP, Real Estate

Tenant’s Federal Tax Identification Number:

36-3098226

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EXHIBIT 10.13

EXHIBIT A

FLOOR PLAN OF THE PREMISES

The floor plan that follows is intended solely to identify the general outline of the Premises, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

[DEPICTION OF FLOOR PLAN]

EXHIBIT B

RULES AND REGULATIONS

1. The rights of tenants in the entrances, corridors, elevators of the Building are limited to ingress to and egress from tenants’ premises for tenants and their employees, licenses and invitees, and no tenant shall use, or permit the use of, the entrances, corridors, or elevators for any other purpose. No tenant shall invite to such tenant’s premises, or permit the visit of, persons in such numbers or under such conditions as to interfere with the use and enjoyment of any of the entrances, corridors, elevators and other facilities of the Building by other tenants. Fire exits and stairways are for emergency use only, and shall not be used for any other purposes by the tenants, their employees, licensees or invitees. No tenant shall encumber or obstruct, or permit the encumbrance or obstruction of, any of the sidewalks, entrances, corridors, elevators, fire exits or stairways of the Building. Landlord reserves the right to control and operate the public portions of the Building and the public facilities, as well as facilities furnished for the common use of tenants, in such manner as it reasonably deems best for the benefit of tenants generally.

2. Tenant’s employees shall not loiter around the hallways, stairways, elevators, front, roof or any other part of the Building used in common by the occupants thereof.

3. Tenant shall not alter the exterior appearance of the Building by installing signs, advertisements, notices or other graphics on exterior walls, without prior written permission from Landlord. Similarly, electrical fixtures hung in offices or other spaces along the perimeter of the Building which affect its exterior appearance must be fluorescent and a quality, type, design and bulb color, previously approved in writing by Building management.

4. Subject to Section 11.2 of this Lease, the cost of repairing any damage to the public portions of the Building or the public facilities or to any facilities used in common with other tenants, caused by a tenant or the employees, licensees or invitees of the tenant, shall be paid by such tenant.

5. Except as specifically provided in the Lease, Tenant shall have no right of access to the roof of the Building and shall not install, repair or replace any satellite dish, antennae, fan, air conditioner or other devices on the roof of the Building without the prior written consent of Landlord. Any such device installed without such written consent shall be subject to removal, at Tenant’s expense, without notice, at any time.

6. Exterior signs on doors and any directory tablet must be approved by Landlord, which approval shall not be unreasonably withheld.

7. No awnings or other projections over or around the windows shall be installed by any tenant and only such window blinds as are permitted by Landlord shall be used in any tenant’s premises.

8. No acids, vapors or other materials shall be discharged or permitted to be discharged into the waste lines, vents or flues of the Building. The water and service closets and other plumbing fixtures in or serving any tenant’s premises shall not be used for any purpose other than the purpose for which they were designed or constructed and no sweepings, rubbish, rags, acids or other foreign substances shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

9. Tenant shall not disturb others. This rule prohibits any noise audible from the hallway, adjoining office suites or outside whether created by musical instruments, radios, television sets, group activities or any other source. Notwithstanding the foregoing, Tenant may hold holiday parties and other parties and receptions in the Premises, provided that Tenant shall not unreasonably disturb any other tenants or other occupants of the Building.

10. All hand trucks used in the Building shall be equipped with rubber tires and side guards.

11. No tenant shall install wires, conduit, sleeves or similar installations in Building shaftways without prior written consent of Landlord, and as Landlord may direct.

12. Each tenant shall, at its expense, provide artificial light in the premises demised to such tenant for Landlord’s agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations therein.

13. Tenants shall not permit any cooking or food odors emanating from their demised premises to be detectable in any other portions of the Building.

14. Tenants shall coordinate entrance door locks with the Building’s master lock system. Upon vacating the Building, tenants must return keys to storerooms, offices and toilets or pay replacement costs.

15. All entrance doors in each tenant’s premises shall be left locked when the tenant’s premises are not in use. Entrance doors shall not be left open at any time.

16. Tenants shall not keep pets, bicycles, or other vehicles in their premises without prior written approval by Landlord. Exceptions are made for seeing-eye dogs and conveyances required by handicapped persons.

17. Regular suppliers of outside services must be approved by Building management, which may establish hours or other conditions for entrance to the Building. Such suppliers include vendors of food, spring water, ice, towels, barbering, shoe shining and other products and services.

18. Canvassing, soliciting and peddling of products or services are prohibited in the Building, and tenants shall cooperate with Landlord in attempting to prevent such acts in the Building.

19. Landlord may refuse admission to the Building outside of normal hours to any person not having a pass issued by Landlord or not properly identified, and may require all persons admitted to or leaving the Building outside of normal business hours to register. Tenant’s employees, agents and visitors shall be permitted to enter and leave the Building whenever appropriate arrangements have been previously made between Landlord and Tenant. Each tenant shall be responsible for all persons for whom such person requests such permission and shall be liable to Landlord for all acts of such persons. Any person whose presence in the Building at any time shall, in the reasonable judgment of Landlord, be prejudicial to the safety, character, reputation and interests of the Building or its tenants may be denied access to the Building or may be rejected therefrom. In case of invasion, riot, public excitement or other commotion, Landlord may prevent all access to the Building during the continuance of the same, by closing the doors or otherwise, for the safety of the tenants and protection of property in the Building. Landlord may require any person leaving the Building with any package or other object to exhibit a pass from the tenant from whose premises the package or object is being removed, but the establishment and enforcement of such requirements shall not impose any responsibility on Landlord for the protection of any tenant against the removal of property from the premises of the tenant. Landlord shall in no way be liable to any tenant for injury or loss arising from the admission, exclusion or ejection of any person to or from the tenant’s premises or the Building under the provisions of this rule.

20. Tenant, at its expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of the Building Management Office, and shall employ such exterminators therefor as shall be approved by the Building Management Office. Such service may be provided by Tenant’s own employees, subject to the provisions of Section 4.5.

21. Tenant shall not serve alcoholic beverages in the premises unless Tenant shall have procured host liquor liability insurance, issued by companies and in amounts reasonably satisfactory to Landlord, naming Landlord and its managing agent as additional insureds.

22. The Building loading docks may be used only for loading and unloading procedures. Tenants may not use the loading dock area for parking. Tenants may not place any dumpsters at the loading docks or any other portion of the Building without the prior written approval of Landlord.

23. No shutdowns of any Building systems will be permitted without prior written approval of Landlord and supervision by the Building engineer.

24. Tenant’s contractors or vendors may not use any space within the Building outside the Premises for storage or moving of materials or equipment or for the location of a field office or facilities for the employees of such contractors or vendors without obtaining Landlord’s prior written approval for each such use. Landlord shall have the right to terminate such use and remove all such contractor’s or vendor’s materials, equipment and other property from such space, without Landlord being liable to tenant or to such contractor or vendor, and the cost of such termination and removal shall be paid by Tenant to Landlord.

25. Tenants are required to have a full service maintenance contract covering their supplemental HVAC, Uninterrupted Power Supply (UPS) and Automatic Transfer systems, and to provide copies of such contracts to the Building management office.

26. The Building reserves the right to restrict the use of certain materials (for example, Omega heads and piping manufactured in The Republic of China) in the Building based on notifications that declare the materials unsafe.

27. Trucks using the Tenant Shipping Platforms on the ground floor of the Building, and the upper floor truck lobbies, will load and discharge at the place or places thereat and therein as indicated by the duly authorized representative of Landlord in charge of such operation.

28. Elevators for freight handling service will be operated during Business Hours on Business Days, unless special arrangement is made with Landlord for operation at other times.

29. The use of the private right of way and the truck elevators will be subject to and under the reasonable direction and control of the duly authorized representative of Landlord in charge of such operation. When in the interest of continuity of service or in the interest of the common service, Tenant’s freight departing from or arriving at the Building by truck may at the direction of Landlord be handled over and through the Tenant Shipping Platforms on the ground floor and the freight elevators. Landlord reserves the right to direct such handling in lieu of truck elevator service.

30. In the interest of preserving the continuity of freight elevator service, freight will not be floored upon the freight elevator, but will at all times be handled and moved upon suitable vehicles of the indoor industrial wheeler type permitting such freight to be economically and expeditiously wheeled on and off the freight elevators. Freight which cannot be handled upon such equipment will be handled in such alternative manner as may be approved by Landlord.

31. (a) The Tenant Shipping Platforms located on first or ground floor of the Building are designed to accomplish the immediate transfer and movement of freight between the freight elevators and trucks. The use of such facility by Tenant or any of its agents, servants, employees, representatives or contractors will be confined to such purpose, under the reasonable direction and control of the duly authorized representative of Landlord in charge of such operation.

(b) No storage or holding of freight on such Tenant Shipping Platforms awaiting the arrival of trucks, or awaiting transfer by Tenant from such Tenant Shipping Platforms to the Premises, will be permitted. No automobiles of Tenant or any Tenant Party may enter on or be stored in any portion of the Building, except in areas designated by Landlord, and provided Tenant pays for such parking at rates designated by Landlord, its agents or parking lessees.

(c) Any violation of this rule or disregard of directions issued by Landlord will give Landlord the right to handle, transfer, remove or store such freight in or to other premises in the Building. When such handling, transfer, removal or storage is performed by Landlord, and when it shall be deemed necessary by Landlord to preserve the continuity of common service provided by this facility, any and all expense will be at Tenant’s expense. Landlord will not be responsible for any loss or damage which any such freight may suffer by such handling, removing or storage.

32. Neither Tenant nor any Tenant Party will at any time be permitted to operate any freight, passenger or truck elevator.

33. The Building is equipped with scuppers for carrying off water which may result from sprinkler operation or other causes. Tenant shall not, under any circumstances, deposit or permit to be deposited sweepings or any other rubbish in such scuppers, and Tenant will keep the scuppers within the Premises at all times free of any and all rubbish, sweepings, and other obstructions of any nature whatsoever.

34. Tenant shall not, under any circumstances, permit the accumulation of sweepings or any other rubbish in the expansion joints of the Building, or in any other portions of the Building outside of the Premises, and all such sweepings or rubbish shall be removed daily by Tenant in such manner as Landlord shall direct. Tenant will keep the Building’s expansion joints free of any and all rubbish, sweepings and any other obstruction of any nature whatsoever. Tenant will not place machinery or equipment in a position so that such machinery or equipment straddles an expansion joint, or erect a partition which intersects an expansion joint, unless one end of such machinery, equipment or partition is free to permit the expansion and contraction of such expansion joint.

35. If any electrical or telephone installations made or operated by Tenant shall emit any electromagnetic interference, Tenant shall immediately discontinue use of such installations until such electromagnetic interference is eliminated to Landlord’s satisfaction.

36. Landlord reserves the right at any time and from time to time, to rescind, alter, waive, modify, add to or delete, in whole or in part, any of these Rules and Regulations in order to protect the comfort, convenience and safety of all tenants at the Building. Tenant shall not have any rights or claims against Landlord by reason of non- enforcement of these rules and regulations against any tenant, and such non-enforcement will not constitute a waiver as to Tenant.

37. If there shall be any inconsistencies between the text of the main body of the Lease and these Rules and Regulations, the provisions of the Lease shall prevail.

EXHIBIT C

FORM OF GUARANTY

AGREEMENT AND GUARANTY

AGREEMENT AND GUARANTY (this “Guaranty”) made as of October     , 2003, by [GLOBAL CROSSING HOLDINGS LTD.] [SUCCESSOR GUARANTOR], a Bermuda company with an office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda (“Guarantor”) to 111 CHELSEA LLC, a Delaware limited liability company with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 (“Landlord”).

WITNESSETH:

WHEREAS:

A. Landlord has been requested by Global Crossing Telecommunications, Inc., a Michigan corporation with an address at 1080 Pittsford-Victor Road, Pittsford, New York 14534 (“Tenant”), to enter into an Agreement of Lease, dated as of the date hereof (the “Lease”), whereby Landlord would lease to Tenant, and Tenant would hire and rent from Landlord a portion of the second (2nd) floor, as more particularly described in the Lease (the “Premises”), in the building known as 111 Eighth Avenue, New York, New York.

B. Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant, and will derive substantial benefit from the execution and delivery of the Lease.

C. Guarantor acknowledges that Landlord would not enter into the Lease unless this Guaranty accompanied the execution and delivery of the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged by Guarantor:

1. DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined have the meanings assigned to them in the Lease. For purposes of this Guaranty, the term “Governmental Authorities” shall, supplementing and in addition to the definition of such term in the Lease, be deemed to include Bermuda, a dependency of the United Kingdom, and any political subdivision, agency, department, commission, board, bureau or instrumentality thereof, now existing or hereafter created, having jurisdiction over Guarantor.

2. COVENANTS OF GUARANTOR

(a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Fixed Rent, Additional Rent and all other sums and charges payable by Tenant under the Lease, and (ii) the full and timely performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If an Event of Default shall occur under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to

Landlord when due all Fixed Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to the Lease or under applicable Legal Requirements.

(b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Fixed Rent, Additional Rent and any other sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon the Lease or any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound in any jurisdiction by a judgment in any Action by Landlord against Tenant, as if Guarantor were a party to such Action, even though Guarantor is not joined as a party in such Action.

3. GUARANTOR’S OBLIGATIONS UNCONDITIONAL

(a) This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance.

(b) If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease during any renewal, extension or holdover period.

(c) This Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications or amendments of the Lease, (ii) any releases or discharges of Tenant other than the complete satisfaction and/or full release and complete discharge of all of the Obligations, (iii) any extension of time that may be granted by Landlord to Tenant, (iv) any assignment or transfer of all of any part of Tenant’s interest under the Lease, (v) any subletting of the Premises, (vi) any changed or different use of the Premises, (vii) any other dealings or matters occurring between Landlord and Tenant, (viii) the taking by Landlord of any additional guarantees from other persons or entities, (ix) the releasing by Landlord of any other guarantor, (x) Landlord’s release of any security provided under the Lease, or (xi) Landlord’s failure to perfect any landlord’s lien or other security interest available under applicable Legal Requirements. Guarantor hereby consents, prospectively, to Landlord’s taking or entering into any or all of the foregoing actions.

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4. WAIVERS OF GUARANTOR

(a) Guarantor waives (i) notice of acceptance of this Guaranty, (ii) notice of any actions taken by Landlord or Tenant under the Lease or any other agreement or instrument relating thereto, (iii) notice of any and all defaults by Tenant in the payment of Fixed Rent, Additional Rent or other charges, or of any other defaults by Tenant under the Lease, (iv) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations, omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving Guarantor of its obligations hereunder, and (v) any requirement that Landlord protect, secure, perfect or insure any security interest or lien, or any property subject thereto, or exhaust any right or take any action against Tenant or any other Person or any collateral.

(b) Guarantor waives trial by jury of any and all issues arising in any Action upon, under or in connection with this Guaranty, the Lease, the Obligations, and any and all negotiations or agreements in connection therewith.

5. SUBROGATION. Until such time as the Obligations shall be satisfied in full, Guarantor waives and disclaims any claim or right against Tenant by way of subrogation or otherwise in respect of any payment that Guarantor may be required to make hereunder, to the extent that such claim or right would cause Guarantor to be a “creditor” of Tenant for purposes of the United States Bankruptcy Code (11 U.S.C. §101 et seq., as amended), or any other Federal, state or other bankruptcy, insolvency, receivership or similar Legal Requirement. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall hold such amount in trust for Landlord and shall pay such amount to Landlord immediately following receipt by Guarantor, to be applied against the Obligations, whether matured or unmatured, in such order as Landlord may determine. Guarantor hereby subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease.

6. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and warrants that:

(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.

(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.

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(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.

(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.

(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.

(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.

(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.

(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.

(i) (i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.

[(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]

7. NOTICES. All consents, notices, demands, requests, approvals or other communications given under this Guaranty shall be given as provided the Lease, as follows:

(a) if to Guarantor at Guarantor’s address set forth on the first page of this Guaranty, with a copy to: Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Office of the General Counsel; and

(b) if to Landlord, as follows: 111 Chelsea LLC, c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Mr. Paul Pariser, with a copy to: Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Eric Asmundsson, Esq.; or

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to such other addresses as either Landlord or Guarantor may designate by notice given to the other in accordance with the provisions of this Section 7.

8. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES

(a) Guarantor hereby irrevocably (i) submits to the jurisdiction of any New York State or Federal court sitting in New York County, New York in any Action arising out of or relating to this Guaranty, and (ii) agrees that all claims in respect of such Action may be heard and determined in such New York State or Federal court. Guarantor hereby irrevocably appoints Global Crossing Ltd., 200 Park Avenue, Florham Park, New Jersey 07932, Attention: Corporate Secretary (the “Process Agent”), as its agent to receive, on behalf of Guarantor, service of copies of the summons and complaint and any other process which may be served in any such Action. Such service may be made by mailing or delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent’s address, and Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any and all process in any such Action by the mailing of copies of such process to Guarantor at its address specified in Section 7. Guarantor agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted under Legal Requirements.

(b) Guarantor irrevocably waives, to the fullest extent permitted by Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such Action brought any of the courts described in Section 8(a), (ii) any claim that any such Action brought in any such court has been brought in an inconvenient forum, or (iii) any claim that Guarantor is not personally subject to the jurisdiction of any such courts. Guarantor agrees that final judgment in any such Action brought in any such court shall be conclusive and binding upon Guarantor and may be enforced by Landlord in the courts of any state, in any federal court, and in any other courts having jurisdiction over Guarantor or any of its property, and Guarantor agrees not to assert any defense, counterclaim or right of set-off in any Action brought by Landlord to enforce such judgment.

(c) Nothing in this Section 8 shall limit or affect Landlord’s right to (i) serve legal process in any other manner permitted by Legal Requirements, or (ii) bring any Action against Guarantor or its property in the courts of any other jurisdictions.

(d) Guarantor hereby irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which Guarantor may be entitled, and agrees not to assert any claims of any such immunities in any Action brought by Landlord under or in connection with this Guaranty. Guarantor acknowledges that the making of such waivers, and Landlord’s reliance on the enforceability thereof, is a material inducement to Landlord to enter into the Lease.

5

(e) Guarantor agrees to execute, deliver and file all such further instruments as may be necessary under the laws of the State of New York, in order to make effective (i) the appointment of the Process Agent, (ii) the consent by Guarantor to jurisdiction of the state courts of New York and the federal courts sitting in New York County, New York, and (iii) all of the other provisions of this Section 8.

9. MISCELLANEOUS

(a) The provisions, covenants and guaranties of this Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns, and shall not be deemed waived or modified unless such waiver or modification is specifically set forth in writing, executed and delivered by each of Landlord or its successors and assigns and Guarantor or its successors and assigns.

(b) Whenever the words “include”, “includes”, or “including” are used in this Guaranty, they shall be deemed to be followed by the words “without limitation”, and, whenever the circumstances or the context requires, the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. All Section references shall be deemed references to the Sections of this Guaranty. This Guaranty shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question.

(c) The provisions of this Guaranty shall be governed by and interpreted solely in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of October     , 2003.

GUARANTOR:

[GLOBAL CROSSING HOLDINGS LTD.]

[SUCCESSOR GUARANTOR]

By:

Name:

Title:

6

STATE OF NEW YORK	)
	) ss.:
COUNTY OF	)

On the     day of                     , 2003, before me, the undersigned, personally appeared                                          , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in its capacity, and that by its signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

(Affix Notarial Stamp)

EXHIBIT D

INTENTIONALLY OMITTED

EXHIBIT E

FLOOR PLAN OF THE RAMP SPACE

The floor plan that follows is intended solely to identify the general outline of the Ramp Space, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions indicated may not exist as shown.

[DEPICTION OF FLOOR PLAN]

EXHIBIT F

FORM OF LETTER OF CREDIT

[LETTERHEAD OF ISSUING BANK]

LETTER OF CREDIT DEPARTMENT

Issue Date:             , 200  

Our Number:                             

111 Chelsea LLC

c/o Taconic Investment Partners LLC

111 Eighth Avenue, New York, NY 10011

No.                            

Irrevocable Commercial Letter of Credit

Applicant:	[Tenant]
Beneficiary:	111 Chelsea LLC
c/o Taconic Investment Partners LLC
111 Eighth Avenue, New York, NY 10011
Amount (U.S.): $
Expiry:                                 , 200
[The initial expiry date must occur at least             one year after the Commencement Date.]

Gentlemen:

For the account of Applicant we hereby establish this Irrevocable Letter of Credit No.                     in your favor for an amount of up to $                     effective immediately, available by your drafts at sight when accompanied by this Irrevocable Letter of Credit and Beneficiary’s statement, purportedly signed by an officer of Beneficiary or Beneficiary’s authorized managing agent, stating:

“The amount of this drawing under Irrevocable Letter of Credit No. is being drawn pursuant to Lease dated                                                200  , by and between 111 Chelsea LLC as Landlord and                              as Tenant.”

All drafts must be marked “Drawn under                      Bank, Irrevocable Letter of Credit No.                      dated                          , 200  .”

It is a condition of this Irrevocable Letter of Credit that it shall be fully transferable by Beneficiary without any fees or charges payable by Beneficiary in connection therewith.

It is a condition of this Irrevocable Letter of Credit that it shall be automatically extended for additional periods of one year from the present or any future expiry date, unless at least thirty (30) days prior to such expiry date we notify you in writing by certified or registered mail, return receipt requested, at the above address, that we elect not to renew this Irrevocable Letter of Credit for such additional period. Upon receipt by you of such notice you may draw drafts on us at sight for an amount not to exceed the balance remaining in this Irrevocable Letter of Credit within the then applicable expiry date.

We hereby agree with you that drafts drawn under and in accordance with the terms of this Irrevocable Letter of Credit will be duly honored by us on delivery of this Irrevocable Letter of Credit and the document so specified, when presented at                                                                                   [address of Bank issuing this Letter of Credit - THIS ADDRESS MUST BE LOCATED IN NEW YORK CITY].

This credit is subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590; provided, however, that in the event the expiry date occurs during an interruption of our business of the type described in Article 17 of such publication, then such expiry date shall be deemed to be automatically extended until the date that is five (5) days after the resumption of our business.

Authorized Signature

EX-10.14

EXHIBIT 10.14

SECOND AMENDMENT TO SUBLEASE

This AMENDMENT to SUBLEASE is made as of this 10^th day of August 2006, by and between GLOBAL CROSSING Telecommunications, INC, a Michigan corporation with offices at 1080 Pittsford Victor Road, Pittsford, New York 14534 (“Sublessor”) and Switch & Data/NY Facilities Company LLC, a Delaware limited liability company with offices at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida 33607 (“Sublessee”).

WHEREAS, Sublessor is the Tenant of a building located at 111 Eighth Ave, New York, NY, (the “Building”) under that certain Lease dated, October 8, 2003, (the “Lease”). Should a conflict exist between this Amendment and the Sublease, this Amendment shall control. (All capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.).

WHEREAS, Sublessor and Sublessee entered into a Sublease dated November 21, 2005 for the subletting of a certain portion of the Building on the second (2nd) floor.

WHEREAS, the Sublease provided in Section 11., entitled, “Option to Take Additional Space” that Sublessee had two options to exercise for additional space for subletting of an additional portion of the Building on the second (2nd) floor.

WHEREAS, Sublessee has delivered written notice of its exercise of the option for Room 116 (7,357 RSF) (“Expansion Space”) effective August 1, 2006.

NOW, THEREFORE, in consideration of the premises and the terms and conditions contained herein, Sublessor and Sublessee do hereby agree as follows:

1. PREMISES

Effective August 1, 2006 Sublessor hereby sublets and Sublessee hereby takes from Sublessor 7,357 rentable square feet (“RSF”) which includes a factor of .6023 to convert USF to RSF designated as Expansion Space Room 116 and the administrative space of 518 RSF located adjacent to the conference room as shown on Exhibit A under the same terms and conditions as the existing space under the Sublease. Therefore the premise for this amendment totals 7,875 RSF. The execution of this Addendum to sublease by Sublessor is conclusive evidence that Sublessee takes the Premises “as is”.

2. TENANT IMPROVEMENTS

All tenant improvements must be approved, in writing by Sublessor. All modifications to electrical, mechanical and structural facilities must be designed by licensed, Professional engineers and submitted for approval to Sublessor with a complete set of design documents. No work shall commence until design documents are received, reviewed and signed off by Global Crossing. Permits must be acquired prior to commencement of any work.

3. DEMISE OF SPACE

Sublessee, at sublessees expense, must install a physical separation, such as secure fencing, between the expansion space and the section of room 116 retained by Global Crossing. Upon 90 days notice, Sublessor may install a solid partition between the Expansion Space and Global Crossing’s space. The cost of this partition shall be shared equally by Sublessee and Sublessor.

4. HVAC SYSTEMS

Sublessee will have the right to use Air Handler Units (AHUs) #5 and #6, along with their associated condensers, for the duration of the Sublease. Sublessee may use AHUs #10 and #11 and their associated condensing units, upon commencement of this Second Amendment to Sublease. Sublessee will be responsible for the operation, maintenance, and electric power while using all four units. Units #10 and #11, along with associated condenser/louver space, shall not be moved or modified in any way. Upon 90 days written notice, Sublessor may take over use of AHUs #10 and #11 and segregate them from Sublessee’s space. At that time Sublessor will assume responsibility for the operation, maintenance and electric power of units #10 and #11. If Sublessee requires additional cooling, Sublessee must install it’s own HVAC system to the extent that space and power is available. Such installation will be at sublessee’s expense. Sublessor cannot assure that additional space will be available for additional condensing units.

Page 2

5. POWER

All power used within the Expansion Space Room 116 including HVAC, lighting, equipment and a proportional share of the common areas when added to the power used by Sublessee in their other leased areas must not exceed the limits established in the base Sublease. Electric submeters shall be installed on all equipment used by the Sublessee at Sublessee’s expense.

IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be signed by their authorized officers as of the date first above written.

GLOBAL CROSSING TELECOMMUNICATIONS, INC., a Michigan corporation

(Sublessor)

By:	[name illegible]
Name:	[name illegible]
Title:	Vice President

Switch & Data/NY Facilities Company LLC, a Delaware limited liability company

(Sublessee)

By:	/s/ George Pollock Jr.
Name:	George Pollock, Jr.
Title:	Sr. Vice President

Page 3

Exhibit A

[DEPICTION OF FLOOR PLAN]

Page 4

EX-10.16

EXHIBIT 10.16

*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION

LEASE

BY AND BETWEEN

529 BRYANT STREET PARTNERS LLC,

a Delaware limited liability company

as Landlord

and

SWITCH AND DATA CA NINE LLC,

a Delaware limited liability company

as Tenant

January 31, 2005

LEASE

THIS LEASE, dated January 31, 2005, for reference purposes only, is made by and between 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company (“Landlord”) and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).

ARTICLE 1

REFERENCE

1.1 References. All references in this Lease (subject to any further clarifications contained in this Lease) to the following terms shall have the following meaning or refer to the respective address, person, date, time period, amount, percentage, calendar year or fiscal year as below set forth:

Tenant’s Address for Notice:	As provided in Section 13.10 below
Tenant’s Representative:	George Pollock/Glenn Todd
	(813) 207-7700
Landlord’s Address for Notices:	As provided in Section 13.10 below
Landlord’s Representative:	Henry Bullock/Richard Holmstrom
Phone Number:	(650) 326-9300
Anticipated Lease Commencement
Date:	March 1, 2005
Intended Term:	[*]
Lease Expiration Date:	[*] ([*]) years from the Lease Commencement Date as defined in Paragraph 2.3 below (i.e., [*] if the Lease Commencement Date is March 1, 2005), unless earlier terminated by Landlord in accordance with the terms of this Lease, or extended by Tenant pursuant to Article 15.
Option to Extend:	One (1) option to extend, for a term of ten (10) years.
First Month’s Prepaid Rent:	None
Tenant’s Security Deposit:	None
Late Charge Amount:	Five Percent (5%) of the Delinquent Amount

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tenant’s Required Liability Coverage:	$10,000,000 Combined Single Limit
Tenant’s Broker(s):	None
Property:	That certain real property situated in the City of Palo Alto, County of Santa Clara, State of California, as presently improved with one building(s), which real property is shown on the Site Plan attached hereto as Exhibit “A” and is commonly known as or otherwise described as follows: 529 Bryant Street, Palo Alto, California.
Building:	That certain building on the Property in which the Leased Premises are located commonly known as 529 Bryant Street, Palo Alto, California (the “Building”) located on the Property, which Building is shown outlined on Exhibit “A” hereto.
Outside Areas:	The “Outside Areas” shall mean all areas within the Property which are located outside the Building, such as pedestrian walkways, parking areas, landscaped areas, open areas and enclosed trash disposal areas.
Parking:	None
Leased Premises:	The roof of, and all the interior space within, the Building, including stairwells, connecting walkways, and atriums, consisting of approximately 45,319 square feet and, for purposes of this Lease, agreed to contain said number of square feet.
Tenant’s Expense Share:	The term “Tenant’s Expense Share” shall mean the percentage obtained by dividing the rentable square footage of the Leased Premises at the time of calculation by the rentable square footage of all buildings located on the Property at the time of calculation. Such percentage is currently 100%. In the event that any portion of the Property is sold by Landlord, or the rentable square footage of the Leased Premises or the Property is otherwise changed, Tenant’s Expense Share shall be recalculated to equal the percentage described in the first sentence of this paragraph, so that the aggregate Tenant’s Expense Share of all tenants of the Property shall equal 100%. Tenant’s Expense Share is subject to adjustment as set forth in Paragraphs 13.12(b) and 13.12(c).

2.

Base Monthly Rent:	The term “Base Monthly Rent” shall mean the following:
	Lease Month	Base Monthly Rent
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
	Months [*] through [*]	$	[*	]
Permitted Use:	Office, research and development, communications facilities, and co-location facilities, and uses ancillary thereto, to the extent permitted by applicable Law and the Private Restrictions.
Exhibits:	The term “Exhibits” shall mean the Exhibits of this Lease which are described as follows:
	Exhibit “A” - Site Plan showing the Property and delineating the Building in which the Leased Premises are located.
	Exhibit “B” - Work Letter
	Exhibit “C” - Subordination, Nondisturbance and Attornment Provisions
	Exhibit “D” - Form of Tenant Estoppel Certificate
	Schedule 1 - Landlord Repairs

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.

ARTICLE 2

LEASED PREMISES, TERM AND POSSESSION

2.1 Demise Of Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for Tenant’s own use in the conduct of Tenant’s business and not for purposes of speculating in real estate, for the Lease Term and upon the terms and subject to the conditions of this Lease, that certain interior space described in Article 1 as the Leased Premises, reserving and excepting to Landlord the right to fifty percent (50%) of all assignment consideration and excess rentals as provided in Article 7 below. Tenant’s lease of the Leased Premises, together with the appurtenant right to use the Outside Areas as described in Paragraph 2.2 below, shall be conditioned upon and be subject to the continuing compliance by Tenant with (i) all the terms and conditions of this Lease, (ii) all Laws and Restrictions governing the use or occupancy of the Leased Premises and the Property, (iii) all easements and other matters now of public record respecting the use of the Leased Premises and Property, and (iv) all reasonable rules and regulations from time to time established by Landlord.

2.2 Right To Use Outside Areas. As an appurtenant right to Tenant’s right to the use and occupancy of the Leased Premises, Tenant shall have the right to use the Outside Areas in conjunction with its use of the Leased Premises solely for the purposes for which they were designated and intended and for no other purposes whatsoever. Tenant’s right to so use the Outside Areas shall be subject to the limitations on such use as set forth in Article 1 and shall terminate concurrently with any termination of this Lease.

2.3 Lease Commencement Date And Lease Term. The term of this Lease shall begin, and the Lease Commencement Date shall be deemed to have occurred, on the later to occur of (a) the Anticipated Lease Commencement Date, as set forth in Article 1, and (b) one day after the existing tenant, Digeo Interactive LLC, vacates the Leased Premises (such later date, the “Lease Commencement Date”). The term of this Lease shall in all events end on the Lease Expiration Date (as set forth in Article 1). The Lease Term shall be that period of time commencing on the Lease Commencement Date and ending on the Lease Expiration Date (the “Lease Term”).

2.4 Delivery Of Possession. On the Lease Commencement Date, Landlord shall deliver and Tenant shall accept possession of the Leased Premises in their then “AS IS” condition, “WITH ALL FAULTS.” Landlord shall have no construction or preparation obligations relating to the Leased Premises. Landlord and Tenant anticipate that possession of the Leased Premises will be delivered on the Anticipated Lease Commencement Date. However, if Landlord is unable to so deliver possession of the Leased Premises to Tenant on or before the Anticipated Commencement Date, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until the lapse of three hundred sixty (360) days after the Anticipated Commencement Date (the “delivery grace period”). If Landlord is unable to deliver possession of the Leased Premises to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant’s sole remedy shall be to terminate this Lease by written notice delivered to Landlord within ten days after the expiration of the delivery grace period (as extended, if applicable), and in no event shall Landlord be liable in damages to Tenant for such delay. Notwithstanding the foregoing, in the event that Tenant authorizes, via a written agreement signed by Tenant, Digeo Interactive LLC to remain in occupancy of all or any portion of the Leased Premises for which Tenant claims that Landlord failed to deliver possession of to Tenant, then Tenant shall have no such right of termination.

2.5 Performance of Improvement Work. Tenant shall, pursuant to the Work Letter attached to this Lease as Exhibit B and made a part hereof (the “Work Letter”), perform the work and make the installations in the Leased Premises substantially as set forth in the Work Letter (such work and installations hereinafter referred to as the “Improvement Work”).

4.

2.6 Surrender Of Possession. Immediately prior to the expiration or upon the sooner termination of this Lease, Tenant shall remove all of Tenant’s signs from the exterior of the Building and shall remove all of Tenant’s equipment (excluding telecommunications wiring and cabling), trade fixtures, furniture, supplies, wall decorations and other personal property from within the Leased Premises, the Building and the Outside Areas, and shall vacate and surrender the Leased Premises, the Building, the Outside Areas and the Property to Landlord in the same condition, broom clean, as existed at the Lease Commencement Date, reasonable wear and tear excepted. Tenant shall repair all damage to the Leased Premises, the exterior of the Building and the Outside Areas caused by Tenant’s removal of Tenant’s property. Tenant shall, with respect to telecommunications wiring and cabling, leave the same in good condition and repair and labeled and/or coded sufficiently so that Landlord can readily determine the origin, destination and function of the wires and cables. Tenant shall patch and refinish, to Landlord’s reasonable satisfaction, all penetrations made by Tenant or its employees to the floor, walls or ceiling of the Leased Premises, whether such penetrations were made with Landlord’s approval or not. Tenant shall repair or replace all stained or damaged ceiling tiles, wall coverings and floor coverings to the reasonable satisfaction of Landlord. Tenant shall repair all damage caused by Tenant to the exterior surface of the Building and the paved surfaces of the Outside Areas and, where necessary, replace or resurface same. Additionally, to the extent that Landlord shall have notified or is deemed to have notified Tenant in writing at the time the improvements were completed that it desired to have certain improvements made by Tenant or at the request of Tenant removed at the expiration or sooner termination of the Lease, Tenant shall, upon the expiration or sooner termination of the Lease, remove any such improvements constructed or installed by Landlord or Tenant and repair all damage caused by such removal. If the Leased Premises, the Building, the Outside Areas and the Property are not surrendered to Landlord in the condition required by this paragraph at the expiration or sooner termination of this Lease, Landlord may, at Tenant’s expense, so remove Tenant’s signs, property and/or improvements not so removed and make such repairs and replacements not so made or hire, at Tenant’s expense, independent contractors to perform such work. Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Leased Premises, the Building and the Outside Areas to the required condition, together with interest on all costs so incurred from the date paid by Landlord at the then maximum rate of interest not prohibited or made usurious by law until paid. Tenant shall pay to Landlord the amount of all costs so incurred plus such interest thereon, within ten (10) days of Landlord’s billing Tenant for same. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in surrendering the Leased Premises, including, without limitation, any claims made by any succeeding Tenant or any losses to Landlord with respect to lost opportunities to lease to succeeding tenants.

ARTICLE 3

RENT, LATE CHARGES AND SECURITY DEPOSITS

3.1 Base Monthly Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, Tenant shall pay to Landlord, without prior demand therefor, in advance on the first day of each calendar month, the amount set forth as “Base Monthly Rent” in Article 1 (the “Base Monthly Rent”).

3.2 Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts:

(a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord:

(i) Landlord may forward invoices or bills for such expenses to Tenant, and Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or

5.

(ii) Landlord may bill to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of such expenses within ten days after receipt of a written bill therefor from Landlord, and/or

(iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time.

Landlord initially elects to bill Tenant for Landlord’s Insurance Costs and Real Property Taxes in accordance with subparagraph (iii) above. Tenant hereby agrees that unless and until notified in writing by Landlord that Landlord has elected to contract and/or pay for any other services relating to the Real Property, Tenant shall contract directly with the applicable service providers, and pay directly, for all other services relating to the Real Property. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed.

(b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7.

(c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and

(d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease.

Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. So long as Tenant is paying any portion of Real Property Taxes directly to the applicable taxing authority, Landlord shall not also be collecting such portion from Tenant pursuant to Paragraph 3.2(a)(ii) above. In the event Tenant is responsible to pay taxes directly, Landlord shall have no obligation to make such payments, whether or not Landlord receives evidence of payment from Tenant, and Tenant shall in all cases be responsible for any fines, penalties, interest and damages for late payment.

3.3 Year-End Adjustments. If Landlord shall have elected to bill Tenant for the Property Operating Expenses (or any group of such expenses) on an estimated basis in accordance with the provisions of Paragraph 3.2(a)(iii) above, Landlord shall furnish to Tenant within four months following the end of the applicable calendar or fiscal year, as the case may be, a statement setting forth (i) the amount of such expenses paid or incurred during the just ended calendar or fiscal year, as appropriate, and (ii) the amount that Tenant has paid to Landlord for credit against such expenses for such period. If Tenant shall have paid more than its obligation for such expenses for the stated period, Landlord shall, at its election, either (i) credit the amount of such overpayment toward the next ensuing payment or payments of Additional Rent that would otherwise be due or (ii) refund in cash to Tenant the amount of such overpayment. If

6.

such year-end statement shall show that Tenant did not pay its obligation for such expenses in full, then Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days from Landlord’s billing of same to Tenant. The provisions of this Paragraph shall survive the expiration or sooner termination of this Lease.

3.4 Late Charge, And Interest On Rent In Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Base Monthly Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amounts of which are extremely difficult or impractical to fix. Such costs and expenses will include without limitation, administration and collection costs and processing and accounting expenses. Therefore, if any installment of Base Monthly Rent is not received by Landlord from Tenant within five (5) calendar days after the same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to the amount set forth in Article 1 as the “Late Charge Amount,” and if any Additional Rent is not received by Landlord when the same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to 5% of the Additional Rent not so paid. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the anticipated loss Landlord would suffer by reason of Tenant’s failure to make timely payment. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rental installment or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay each rental installment due under this Lease when due, including the right to terminate this Lease. If any rent remains delinquent for a period in excess of five (5) calendar days, then, in addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not so paid from said fifth day at the then maximum rate of interest not prohibited or made usurious by Law until paid.

3.5 Payment Of Rent. Except as specifically provided otherwise in this Lease, all rent shall be paid in lawful money of the United States, without any abatement, reduction or offset for any reason whatsoever, to Landlord at such address as Landlord may designate from time to time. Tenant’s obligation to pay Base Monthly Rent and all Additional Rent shall be appropriately prorated at the commencement and expiration of the Lease Term. The failure by Tenant to pay any Additional Rent as required pursuant to this Lease when due shall be treated the same as a failure by Tenant to pay Base Monthly Rent when due, and Landlord shall have the same rights and remedies against Tenant as Landlord would have had Tenant failed to pay the Base Monthly Rent when due.

3.6 Prepaid Rent. Tenant shall, upon execution of this Lease, pay to Landlord the amount set forth in Article 1 as “First Month’s Prepaid Rent” as prepayment of rent for credit against the first payment of Base Monthly Rent and Additional Rent due hereunder.

3.7 Security Deposit. Tenant has deposited or shall deposit concurrently with Tenant’s execution of this Lease, with Landlord the amount set forth in Article 1 as the “Security Deposit” as security for the performance by Tenant of the terms of this Lease to be performed by Tenant, and not as prepayment of rent. Tenant hereby grants to Landlord a security interest in the Security Deposit, including but not limited to replenishments thereof. Landlord may apply such portion or portions of the Security Deposit as are reasonably necessary for the following purposes: (i) to remedy any default by Tenant in the payment of Base Monthly Rent or Additional Rent or a late charge or interest on defaulted rent, or any other monetary payment obligation of Tenant under this Lease; (ii) to repair damage to the Leased Premises, the Building or the Outside Areas caused or permitted to occur by Tenant; (iii) to clean and restore and repair the Leased Premises, the Building or the Outside Areas following their surrender to Landlord if not surrendered in the condition required pursuant to the provisions of Article 2, (iv) to remedy any other default of Tenant to the extent permitted by Law including, without limitation, paying in full on Tenant’s behalf any sums claimed by materialmen or contractors of Tenant to be owing to them by Tenant for work done or improvements made at Tenant’s request to the Leased Premises, and (v) to cover any other

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expense, loss or damage which Landlord may suffer due to Tenant’s default. In this regard, Tenant hereby waives any restriction on the uses to which the Security Deposit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute. In the event the Security Deposit or any portion thereof is so used, Tenant shall pay to Landlord, promptly upon demand, an amount in cash sufficient to restore the Security Deposit to the full original sum. If Tenant fails to promptly restore the Security Deposit and if Tenant shall have paid to Landlord any sums as “Last Month’s Prepaid Rent,” Landlord may, in addition to any other remedy Landlord may have under this Lease, reduce the amount of Tenant’s Last Month’s Prepaid Rent by transferring all or portions of such Last Month’s Prepaid Rent to Tenant’s Security Deposit until such Security Deposit is restored to the amount set forth in Article 1. Landlord shall not be deemed a trustee of the Security Deposit. Landlord may use the Security Deposit in Landlord’s ordinary business and shall not be required to segregate it from Landlord’s general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers the Building or the Property during the Lease Term, Landlord may pay the Security Deposit to any subsequent owner in conformity with the provisions of Section 1950.7 of the California Civil Code and/or any successor statute, in which event the transferring landlord shall be released from all liability for the return of the Security Deposit. Tenant specifically grants to Landlord (and Tenant hereby waives the provisions of California Civil Code Section 1950.7 to the contrary) a period of ninety days following a surrender of the Leased Premises by Tenant to Landlord within which to inspect the Leased Premises, make required restorations and repairs, receive and verify workmen’s billings therefor, and prepare a final accounting with respect to the Security Deposit. In no event shall the Security Deposit or any portion thereof, be considered prepaid rent.

ARTICLE 4

USE OF LEASED PREMISES AND OUTSIDE AREA

4.1 Permitted Use. Tenant shall be entitled to use the Leased Premises solely for the “Permitted Use” as set forth in Article 1 and for no other purpose whatsoever. Tenant shall have the right to vacate the Leased Premises at any time during the Term of this Lease, provided Tenant maintains the Leased Premises in the same condition as if fully occupied and as otherwise required by the terms of this Lease. Tenant shall have the right to use the Outside Areas in conjunction with its Permitted Use of the Leased Premises solely for the purposes for which they were designed and intended and for no other purposes whatsoever.

4.2 General Limitations On Use. Tenant shall not do or permit anything to be done in or about the Leased Premises, the Building, the Outside Areas or the Property which does or could (i) jeopardize the structural integrity of the Building or (ii) cause damage to any part of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not operate any equipment within the Leased Premises which does or could (A) injure, vibrate or shake the Leased Premises or the Building, (B) damage, overload or impair the efficient operation of any electrical, plumbing, heating, ventilating or air conditioning systems within or servicing the Leased Premises or the Building, or (C) damage or impair the efficient operation of the sprinkler system (if any) within or servicing the Leased Premises or the Building. Tenant shall not place any loads upon the floors, walls, ceiling or roof systems which could endanger the structural integrity of the Building or damage its floors, foundations or supporting structural components. Tenant shall not place any explosive, flammable or harmful fluids or other waste materials in the drainage systems of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not drain or discharge any fluids in the landscaped areas or across the paved areas of the Property. Tenant shall not use any of the Outside Areas for the storage of its materials, supplies, inventory or equipment and all such materials, supplies, inventory or equipment shall at all times be stored within the Leased Premises. Tenant shall not commit nor permit to be committed any waste in or about the Leased Premises, the Building, the Outside Areas or the Property.

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4.3 Noise And Emissions. All noise generated by Tenant in its use of the Leased Premises shall be confined or muffled so that it does not interfere with the businesses of or annoy the occupants and/or users of adjacent properties. All dust, fumes, odors and other emissions generated by Tenant’s use of the Leased Premises shall be sufficiently dissipated in accordance with sound environmental practice and exhausted from the Leased Premises in such a manner so as not to interfere with the businesses of or annoy the occupants and/or users of adjacent properties, or cause any damage to the Leased Premises, the Building, the Outside Areas or the Property or any component part thereof or the property of adjacent property owners.

4.4 Trash Disposal. Tenant shall provide trash bins or other adequate garbage disposal facilities within the trash enclosure areas provided or permitted by Landlord outside the Leased Premises sufficient for the interim disposal of all of its trash, garbage and waste. All such trash, garbage and waste temporarily stored in such areas shall be stored in such a manner so that it is not visible from outside of such areas, and Tenant shall cause such trash, garbage and waste to be regularly removed from the Property. Tenant shall keep the Leased Premises and the Outside Areas in a clean, safe and neat condition free and clear of all of Tenant’s trash, garbage, waste and/or boxes, pallets and containers containing same at all times.

4.5 Parking. Tenant shall not, at any time, park or permit to be parked any recreational vehicles, inoperative vehicles or equipment in the Outside Areas or on any portion of the Property. So long as Tenant complies with all Laws and Restrictions and obtains any and all required approvals, consents, licenses, permits, or other items as may be required by the City of Palo Alto and/or any other governmental or quasi-governmental agency with jurisdiction over such parking, as well as the owners of the real property on which such parking spaces are located, Landlord agrees, in cases of emergencies or maintenance, not to object to the use by Tenant of the parking spaces in the vicinity of the Building for the placing of temporary roll-up generators and/or other equipment for reasonable periods of time. Tenant agrees to assume responsibility for compliance by its employees and invitees with the parking provisions contained herein.

4.6 Signs. Tenant shall not place or install on or within any portion of the Leased Premises, the exterior of the Building, the Outside Areas or the Property any sign, advertisement, banner, placard, or picture which is visible from the exterior of the Leased Premises. Tenant shall not place or install on or within any portion of the Leased Premises, the exterior of the Building, the Outside Areas or the Property any business identification sign which is visible from the exterior of the Leased Premises until Landlord shall have approved in writing and in its sole discretion the location, size, content, design, method of attachment and material to be used in the making of such sign; provided, however, that so long as such signs are normal and customary business directional or identification signs within the Building, Tenant shall not be required to obtain Landlord’s approval. Any sign, once approved by Landlord, shall be installed at Tenant’s sole cost and expense and only in strict compliance with Landlord’s approval and any applicable Laws and Restrictions, using a person approved by Landlord to install same. Landlord may remove any signs (which have not been approved in writing by Landlord), advertisements, banners, placards or pictures so placed by Tenant on or within the Leased Premises, the exterior of the Building, the Outside Areas or the Property and charge to Tenant the cost of such removal, together with any costs incurred by Landlord to repair any damage caused thereby, including any cost incurred to restore the surface (upon which such sign was so affixed) to its original condition. Tenant shall remove all of Tenant’s signs, repair any damage caused thereby, and restore the surface upon which the sign was affixed to its original condition, all to Landlord’s reasonable satisfaction, upon the termination of this Lease.

4.7 Compliance With Laws And Restrictions. Tenant shall abide by and shall promptly observe and comply with, at its sole cost and expense, all Laws and Restrictions respecting the use and occupancy of the Leased Premises, the Building, the Outside Areas or the Property including, without limitation,

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Title 24, building codes, the Americans with Disabilities Act and the rules and regulations promulgated thereunder, and all Laws governing the use and/or disposal of hazardous materials, and shall defend with competent counsel, indemnify and hold Landlord harmless from any claims, damages or liability resulting from Tenant’s failure to so abide, observe, or comply. Tenant’s obligations hereunder shall survive the expiration or sooner termination of this Lease.

4.8 Compliance With Insurance Requirements. With respect to any insurance policies required or permitted to be carried by Landlord in accordance with the provisions of this Lease, Tenant shall not conduct nor permit any other person to conduct any activities nor keep, store or use (or allow any other person to keep, store or use) any item or thing within the Leased Premises, the Building, the Outside Areas or the Property which (i) is prohibited under the terms of any such policies, (ii) could result in the termination of the coverage afforded under any of such policies, (iii) could give to the insurance carrier the right to cancel any of such policies, or (iv) could cause an increase in the rates (over standard rates) charged for the coverage afforded under any of such policies. Tenant shall comply with all requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain, at standard rates, the insurance coverages carried by either Landlord or Tenant pursuant to this Lease.

4.9 Landlord’s Right To Enter. Landlord and its agents shall have the right to enter the Leased Premises during normal business hours after giving Tenant reasonable notice and subject to Tenant’s reasonable security measures for the purpose of (i) inspecting the same; (ii) showing the Leased Premises to prospective purchasers, mortgagees or tenants; (iii) making necessary alterations, additions or repairs; and (iv) performing any of Tenant’s obligations when Tenant has failed to do so. Landlord shall have the right to enter the Leased Premises during normal business hours (or as otherwise agreed), subject to Tenant’s reasonable security measures, for purposes of supplying any maintenance or services agreed to be supplied by Landlord. Landlord shall have the right to enter the Outside Areas during normal business hours for purposes of (i) inspecting the exterior of the Building and the Outside Areas; (ii) posting notices of nonresponsibility (and for such purposes Tenant shall provide Landlord at least thirty days’ prior written notice of any work to be performed on the Leased Premises, except work which is reasonably anticipated to cost less than $5,000; and (iii) supplying any services to be provided by Landlord. Any entry into the Leased Premises or the Outside Areas obtained by Landlord in accordance with this paragraph shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive of Tenant from the Leased Premises or any portion thereof.

4.10 Use Of Outside Areas. Tenant, in its use of the Outside Areas, shall at all times keep the Outside Areas in a safe condition free and clear of all materials, equipment, debris, trash (except within existing enclosed trash areas), inoperable vehicles, and other items which are not specifically permitted by Landlord to be stored or located thereon by Tenant. If, in the opinion of Landlord, unauthorized persons are using any of the Outside Areas by reason of, or under claim of, the express or implied authority or consent of Tenant, then Tenant, upon demand of Landlord, shall restrain, to the fullest extent then allowed by Law, such unauthorized use, and shall initiate such appropriate proceedings as may be required to so restrain such use. Subject to Paragraph 4.5 above, Landlord reserves the right to grant access rights to others for use of the Outside Areas and shall not be liable to Tenant for any diminution in Tenant’s right to use the Outside Areas as a result; provided, however, that such grants shall not unreasonably interfere with the use of the Leased Premises or Outside Areas by Tenant.

4.11 Environmental Protection. Tenant’s obligations under this Paragraph 4.11 shall survive the expiration or termination of this Lease.

(a) As used herein, the term “Hazardous Materials” shall mean any toxic or hazardous substance, material or waste or any pollutant or infectious or radioactive material, including but not

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limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “toxic substances,” “hazardous air pollutant,” “toxic pollutant,” or “solid waste” in the (a) Comprehensive Environmental Response, Compensation and Liability Act of 1990 (“CERCLA” or “Superfund”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), 42 U.S.C. § 9601 et seq., (b) Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6901 et seq., (c) Federal Water Pollution Control Act (“FSPCA”), 33 U.S.C. § 1251 et seq., (d) Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq., (e) Toxic Substances Control Act (“TSCA”), 14 U.S.C. § 2601 et seq., (f) Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., (g) Carpenter-Presley-Tanner Hazardous Substance Account Act (“California Superfund”), Cal. Health & Safety Code § 25300 et seq., (h) California Hazardous Waste Control Act, Cal. Health & Safety code § 25100 et seq., (i) Porter-Cologne Water Quality Control Act (“Porter-Cologne Act”), Cal. Water Code § 13000 et seq., (j) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety codes § 25220 et seq., (k) Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”), Cal. Health & Safety code § 25249.5 et seq., (l) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety code § 25280 et seq., (m) Air Resources Law, Cal. Health & Safety Code § 39000 et seq., and (n) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other biohazardous wastes and substances, materials and wastes which are, or in the future become, regulated under applicable Laws for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, (vii) radioactive materials and waste, and (viii) materials and wastes that are harmful to or may threaten human health, ecology or the environment.

(b) Notwithstanding anything to the contrary in this Lease, Tenant, at its sole cost, shall comply with all Laws relating to the storage, use and disposal of Hazardous Materials; provided, however, that Tenant shall not be responsible for contamination of the Leased Premises by Hazardous Materials existing as of the date the Leased Premises are delivered to Tenant (whether before or after the Lease Commencement Date) except: (1) caused by Tenant, or (2) to the extent Tenant already has liability therefor, whether (A) under that certain Office Building Lease Agreement dated as of June 21, 1999, as amended (the “Prior Lease”), which Prior Lease was assumed by Tenant pursuant to and in accordance with that certain Assignment and Assumption of Leasehold Estate dated as of March 11, 2003, by and between AboveNet Communications, Inc. (as Assignor) and Tenant (as Assignee), or (B) otherwise. Tenant shall not store, use or dispose of any Hazardous Materials except for those Hazardous Materials listed in a Hazardous Materials management plan (“HMMP”) which Tenant shall deliver to Landlord upon execution of this Lease and update at least annually with Landlord (“Permitted Materials”) which may be used, stored and disposed of provided (i) such Permitted Materials are used, stored, transported, and disposed of in strict compliance with applicable laws, (ii) such Permitted Materials shall be limited to the materials listed on and may be used only in the quantities specified in the HMMP, and (iii) Tenant shall provide Landlord with copies of all material safety data sheets and other documentation required under applicable Laws in connection with Tenant’s use of Permitted Materials as and when such documentation is provided to any regulatory authority having jurisdiction. In connection with the foregoing, it is agreed that the HMMP may include provision for above-ground petroleum tanks, subject to the provisions of this Paragraph 4.11 and the other provisions of this Lease. In no event shall Tenant cause or permit to be discharged into the plumbing or sewage system of the Building or onto the land underlying or adjacent to the Building any Hazardous Materials. Tenant shall be solely responsible for and shall defend, indemnify, and hold Landlord and its agents harmless from and against all claims, costs

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and liabilities, including attorneys’ fees and costs, arising out of or in connection with Tenant’s (and any of its employees’, guests’, invitees’, licensees’, customers’, contracting parties’, or vendors’) storage, use and/or disposal of Hazardous Materials. If the presence of Hazardous Materials on the Leased Premises caused or permitted by Tenant results in contamination or deterioration of water or soil, then Tenant shall promptly take any and all action necessary to clean up such contamination, but the foregoing shall in no event be deemed to constitute permission by Landlord to allow the presence of such Hazardous Materials. At any time prior to the expiration of the Lease Term if Tenant has a reasonable basis to suspect that there has been any release or the presence of Hazardous Materials in the ground or ground water on the Leased Premises which did not exist upon commencement of the Lease Term, Tenant shall have the right to conduct appropriate tests of water and soil and to deliver to Landlord the results of such tests to demonstrate that no contamination in excess of permitted levels has occurred as a result of Tenant’s use of the Leased Premises. Tenant shall further be solely responsible for, and shall defend, indemnify, and hold Landlord and its agents harmless from and against all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with any removal, cleanup and restoration work and materials required hereunder to return the Leased Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials, subject, however, to the proviso in the first sentence of this Paragraph 4.11(b).

(c) Upon termination or expiration of the Lease Term, Tenant at its sole expense shall cause all Hazardous Materials placed in or about the Leased Premises, the Building and/or the Property by Tenant, its agents, contractors, or invitees, and all installations (whether interior or exterior) made by or on behalf of Tenant relating to the storage, use, disposal or transportation of Hazardous Materials to be removed from the property and transported for use, storage or disposal in accordance and compliance with all Laws and other requirements respecting Hazardous Materials used or permitted to be used by Tenant. Tenant shall apply for and shall obtain from all appropriate regulatory authorities (including any applicable fire department or regional water quality control board) all permits, approvals and clearances necessary for the closure of the Property and shall take all other actions as may be required to complete the closure of the Building and the Property, subject, however, to the proviso in the first sentence of Paragraph 4.11(b) above. In addition, prior to vacating the Leased Premises, Tenant shall undertake and submit to Landlord an environmental site assessment from an environmental consulting company reasonably acceptable to Landlord which site assessment shall evidence Tenant’s compliance with this Paragraph 4.11.

(d) At any time prior to expiration of the Lease Term, subject to reasonable prior notice (not less than forty-eight (48) hours) and Tenant’s reasonable security requirements and provided such activities do not unreasonably interfere with the conduct of Tenant’s business at the Leased Premises, Landlord shall have the right to enter in and upon the Property, Building and Leased Premises in order to conduct appropriate tests of water and soil to determine whether levels of any Hazardous Materials in excess of legally permissible levels has occurred as a result of Tenant’s use thereof. Landlord shall furnish copies of all such test results and reports to Tenant and, at Tenant’s option and cost, shall permit split sampling for testing and analysis by Tenant. Such testing shall be at Tenant’s expense if Landlord has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or ground water in, on, under, or about the Property, the Building or the Leased Premises, which has been caused by or resulted from the activities of Tenant, its agents, contractors, or invitees.

(e) Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies in reducing actual or potential environmental damage. Tenant shall not be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of: (a) such voluntary cooperation, except to the extent Tenant is deprived of access to or use of the Leased Premises as a result thereof, or (b) any compliance required by Laws or Restrictions. Tenant agrees at all times to cooperate fully with the requirements and recommendations of governmental agencies regulating, or otherwise involved in, the protection of the environment.

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(f) Without representation or warranty, Landlord has delivered to Tenant, and Tenant hereby acknowledges receipt of, that certain Phase I Environmental Report prepared by Clayton Group Services dated 12/19/00 under its project no 70-01363.00, and that certain Groundwater Monitor Well Destruction report prepared by Clayton Group Services dated 7/23/01 under project no 70-01363.01.

4.12 Rules And Regulations. In the event Switch and Data CA Nine LLC is no longer the sole occupant of the Leased Premises, Landlord shall have the right from time to time to establish reasonable rules and regulations and/or amendments or additions thereto respecting the use of the Leased Premises and the Outside Areas for the care and orderly management of the Property. Upon delivery to Tenant of a copy of such rules and regulations or any amendments or additions thereto, Tenant shall comply with such rules and regulations, provided they do not unreasonably interfere with Tenant’s use of the Leased Premises. A violation by Tenant of any of such rules and regulations shall constitute a default by Tenant under this Lease, subject to any applicable notice and cure periods set forth in Paragraph 12.1 below. If there is a conflict between the rules and regulations and any of the provisions of this Lease, the provisions of this Lease shall prevail. Landlord shall not be responsible or liable to Tenant for the violation of such rules and regulations by any other tenant of the Property.

4.13 Reservations. Landlord reserves the right from time to time to grant, without the consent or joinder of Tenant, such easements, rights of way and dedications that Landlord deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights of way and dedications do not unreasonably interfere with the use of the Leased Premises by Tenant. Tenant agrees to execute any documents reasonably requested by Landlord to effectuate any such easement rights, dedications, maps or restrictions.

4.14 Roof. Subject to Tenant’s restoration and repair obligations under Paragraph 2.6 and the provisions of Paragraph 6.1 below, Tenant at its sole cost and expense shall have the right to install on the roof of the Building, satellite dishes, television antennas, microwave equipment and apparatus, and related receiving equipment, related cable connections and any and all other related equipment (collectively, “Roof Communications Equipment”) required in connection with Tenant’s business, provided such installation does not impact the structural integrity of the Building. Tenant shall supply Landlord with detailed plans and specifications of the Roof Communications Equipment prior to the installation thereof. Furthermore, Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for the Roof Communications Equipment, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such Roof Communications Equipment. Tenant shall pay for any and all costs and expenses in connection with, and shall repair all damage to the roof resulting from, the installation, maintenance, use and removal of the Roof Communications Equipment. Landlord hereby acknowledges that it does not object to the aesthetics of the communications equipment in place on the roof of the Building as of the Effective Date of this Lease.

4.15 Back Up Generator. During the Lease Term (as the same may be extended pursuant to Article 15 below), Tenant shall be permitted, at its own risk and sole expense, in accordance with all applicable Laws and Restrictions, to use the existing back-up generator(s) and fuel storage tank(s), and the existing conduit runs from such generator or generators to the Leased Premises (collectively, the “Generator(s)”). The Generator(s) shall be maintained and kept in good repair at Tenant’s sole expense. The specifications and engineering for any replacement of or modifications to the Generator(s) made by Tenant shall be subject to Owner’s prior written approval, and shall comply, at Tenant’s sole expense, with all applicable Laws and Restrictions. Tenant shall be permitted to test the Generator(s) no more frequently than once per week at a mutually agreed-upon time, subject to all Laws and Restrictions, at Tenant’s sole expense. At the expiration or sooner termination of this Lease, the Generator(s) shall, upon Landlord’s election: (a) become the property of Landlord and be surrendered to Landlord as part of the Leased Premises as required pursuant to Paragraph 2.6, or (b) be removed by Tenant in accordance with the provisions of Paragraph 2.6.

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ARTICLE 5

REPAIRS, MAINTENANCE, SERVICES AND UTILITIES

5.1 Repair And Maintenance. Subject to the final sentence of this Paragraph 5.1, Tenant shall, at all times during the Lease Term and at its sole cost and expense, maintain in good condition and repair the foundation, roof structure, roof membrane, load-bearing and exterior walls of the Building, and regularly clean and continuously keep and maintain in good order, condition and repair the Leased Premises and every part thereof including, without limiting the generality of the foregoing, (i) all interior walls, floors and ceilings, (ii) all windows, doors and skylights, (iii) all electrical wiring, conduits, connectors and fixtures, (iv) all plumbing, pipes, sinks, toilets, faucets and drains, (v) all lighting fixtures, bulbs and lamps, elevators, and all heating, ventilating and air conditioning equipment, and (vi) all entranceways to the Leased Premises. Tenant, if requested to do so by Landlord, shall hire, at Tenant’s sole cost and expense, a licensed heating, ventilating and air conditioning contractor to regularly and periodically (not less frequently than every three months) inspect and perform required maintenance on the heating, ventilating and air conditioning equipment and systems serving the Leased Premises, or alternatively, Landlord may, at its election, contract in its own name for such regular and periodic inspections of and maintenance on such heating, ventilating and air conditioning equipment and systems and charge to Tenant, as Additional Rent, the cost thereof. Tenant, if requested to do so by Landlord, shall hire, at Tenant’s sole cost and expense, a licensed roofing contractor to regularly and periodically (not less frequently than semi-annually) inspect and perform required maintenance on the roof of the Leased Premises, or alternatively, Landlord may, at its election, contract in its own name for such regular and periodic inspections of and maintenance on the roof and charge to Tenant, as Additional Rent, the cost thereof. Tenant shall, at all times during the Lease Term, keep in a clean and safe condition the Outside Areas. Tenant shall, at its sole cost and expense, repair all damage to the Leased Premises, the Building, the Outside Areas or the Property caused by the activities of Tenant, its employees, invitees or contractors promptly following written notice from Landlord to so repair such damages. If Tenant shall fail to perform the required maintenance or fail to make repairs required of it pursuant to this paragraph within a reasonable period of time following notice from Landlord to do so, then Landlord may, at its election and without waiving any other remedy it may otherwise have under this Lease or at law, perform such maintenance or make such repairs and charge to Tenant, as Additional Rent, the costs so incurred by Landlord for same. All glass within or a part of the Leased Premises, both interior and exterior, is at the sole risk of Tenant and any broken glass shall promptly be replaced by Tenant at Tenant’s expense with glass of the same kind, size and quality. Notwithstanding the foregoing: (1) Landlord shall cause to be completed at Landlord’s sole cost and expense the repair items for which Landlord is expressly responsible as designated on Schedule 1 hereto, if any, and (2) the provisions of Article 10 shall control with respect to damage to or destruction of the Leased Premises, the Building, the Outside Areas or the Property caused by an act of God or other peril.

5.2 Utilities. Tenant shall arrange at its sole cost and expense and in its own name, for the supply of gas and electricity to the Leased Premises. In the event that such services are not separately metered, Tenant shall, at its sole expense, cause such meters to be installed. Landlord shall maintain the water meter(s) in its own name; provided, however, that if at any time during the Lease Term Landlord shall require Tenant to put the water service in Tenant’s name, Tenant shall do so at Tenant’s sole cost. Tenant shall be responsible for determining if the local supplier of water, gas and electricity can supply the needs of Tenant and whether or not the existing water, gas and electrical distribution systems within the Building and the Leased Premises are adequate for Tenant’s needs. Tenant shall be responsible for determining if the existing sanitary and storm sewer systems now servicing the Leased Premises and the Property are adequate for Tenant’s needs. Tenant shall pay all charges for water, gas, electricity and storm and sanitary sewer services as so supplied to the Leased Premises, irrespective of whether or not the services are maintained in Landlord’s or Tenant’s name.

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5.3 Security. Tenant acknowledges that Landlord has not undertaken any duty whatsoever to provide security for the Leased Premises, the Building, the Outside Areas or the Property and, accordingly, Landlord is not responsible for the security of same or the protection of Tenant’s property or Tenant’s employees, invitees or contractors. To the extent Tenant determines that such security or protection services are advisable or necessary, Tenant shall arrange for and pay the costs of providing same.

5.4 Energy And Resource Consumption. Landlord may voluntarily cooperate in a reasonable manner with the efforts of governmental agencies and/or utility suppliers in reducing energy or other resource consumption within the Property. Tenant shall not be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of such cooperation, except to the extent Tenant is deprived of access to or use of the Leased Premises as a result thereof. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules established by Landlord (i) in order to maximize the efficient operation of the electrical, heating, ventilating and air conditioning systems and all other energy or other resource consumption systems with the Property, provided they do not unreasonably interfere with Tenant’s use of the Leased Premises, and/or (ii) in order to comply with the recommendations of utility suppliers and governmental agencies regulating the consumption of energy and/or other resources.

5.5 Limitation Of Landlord’s Liability. Landlord shall not be liable to Tenant for injury to Tenant, its employees, agents, invitees or contractors, damage to Tenant’s property or loss of Tenant’s business or profits, nor shall Tenant be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of (i) Landlord’s failure to provide security services or systems within the Property for the protection of the Leased Premises, the Building or the Outside Areas, or the protection of Tenant’s property or Tenant’s employees, invitees, agents or contractors, or (ii) Landlord’s failure to perform any maintenance or repairs to the Leased Premises, the Building, the Outside Areas or the Property, or (iii) any failure, interruption, rationing or other curtailment in the supply of water, electric current, gas or other utility service to the Leased Premises, the Building, the Outside Areas or the Property from whatever cause (other than Landlord’s active gross negligence or willful misconduct), or (iv) the unauthorized intrusion or entry into the Leased Premises by third parties (other than Landlord).

ARTICLE 6

ALTERATIONS AND IMPROVEMENTS

6.1 By Tenant. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion. Tenant’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such

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improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $100,000 individually or $4,000,000 in the aggregate over the Lease Term, (b) Tenant shall timely provide Landlord the notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either “as built” or marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration. This Paragraph 6.1 shall not be applicable to the Improvement Work (as defined in Paragraph 2.5 above).

6.2 Ownership Of Improvements. All modifications, alterations and improvements made or added to the Leased Premises by Tenant or any prior tenant (other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease, and Tenant hereby covenants and agrees not to grant a security interest in any such items which are or may become the property of Landlord, to any party other than Landlord. Any such modifications, alterations or improvements, once completed, shall not be altered or removed from the Leased Premises during the Lease Term without Landlord’s written approval first obtained in accordance with the provisions of Paragraph 6.1 above. At the expiration or sooner termination of this Lease, all such modifications, alterations and improvements other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures, shall automatically become the property of Landlord and shall be surrendered to Landlord as part of the Leased Premises as required pursuant to Article 2, unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligations to reimburse Tenant for all or any portion of the cost or value of any such modifications, alterations or improvements so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by Landlord and/or at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Leased Premises and not trade fixtures of Tenant.

6.3 Alterations Required By Law. Tenant at its sole cost shall make all modifications, alterations and improvements to the Leased Premises, the Building, or the Property, that are required by any Law or any governmental authority. Notwithstanding the foregoing, so long as such modifications, alterations and improvements constitute capital repairs or replacements under generally accepted accounting principles, consistently applied, and are not required as a result of Tenant’s misuse, overuse, or alterations, improvements or modifications to the Leased Premises, the Outside Areas or the Building, then Landlord shall make such modifications, alterations or improvements and charge to Tenant, as Additional Rent, the cost thereof (provided that the cost of such modifications, alterations or

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improvements shall be amortized over their useful life employing an interest rate equal to the sum of that rate quoted by Wells Fargo Bank, N.T. & S.A. from time to time as its prime rate, plus two percent (2%), and only the amortizing portion of such cost shall be included in Additional Rent on a monthly basis).

6.4 Liens. Tenant shall keep the Property and every part thereof free from any lien, and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant, its agents, employees or contractors relating to the Property. If any such claim of lien is recorded against Tenant’s interest in this Lease, the Property or any part thereof, Tenant shall bond against, discharge or otherwise cause such lien to be entirely released within ten days after the same has been recorded. Tenant’s failure to do so shall be conclusively deemed a material default under the terms of this Lease.

ARTICLE 7

ASSIGNMENT AND SUBLETTING BY TENANT

7.1 By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances:

(a) the proposed assignee or sublessee is a governmental agency;

(b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord;

(c) in Landlord’s reasonable judgment, the credit-worthiness of the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord;

(d) the proposed assignee or sublessee (or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent;

(e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee;

(f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease;

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(g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation;

(h) the proposed assignee or sublessee is a tenant in the Project;

(i) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7;

(j) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three or more occasions during the 12 months preceding the date that Tenant shall request consent;

(k) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than two subparcels or would require improvements to be made outside of the Leased Premises; or

(l) the proposed sublessee is in the co-location (or a substantially similar) business.

7.2 Merger, Reorganization, or Sale of Assets.

(a) Subject to paragraph (b) below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the ownership of and the right to vote stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief operating officer, which shall provide the following information: (i) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

(b) Notwithstanding subparagraph (a) above, over-the-counter stock market transactions shall not be deemed to be assignments under this Lease. In addition, provided that the conditions described below in this sentence have been satisfied prior to or upon such assignment or subleasing, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign this Lease to (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation, or nonbankruptcy reorganization by Tenant, or (iii) a purchaser of substantially all of Tenant’s assets, provided in all cases (i), (ii) and (iii) that (A) the successor entity, assignee, purchaser or subtenant has a net worth equal to or greater than those of Tenant prior to the Effective Date of this Lease and a liquid net worth sufficient for Tenant to continually perform its obligations under the Lease, and assumes in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease, and (B) the entity

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with the greatest net worth involved directly or indirectly in the ownership and/or control of the acquiring, merged, reorganized, or consolidated entity (hereafter, the “Assignee Affiliate”) shall have unconditionally assumed in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease. If any assignment or subleasing occurs without such an assumption and/or without Landlord’s consent as provided in Paragraph 7.1 above, Tenant shall be deemed for all purposes to be in material default under this Lease and the Assignee Affiliate (and the successor entity, assignee, purchaser or subtenant) shall for all purposes be deemed to have unconditionally assumed in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease. In all events, Tenant shall remain fully liable under this Lease.

7.3 Landlord’s Election. If Tenant shall desire to assign its interest under the Lease or to sublet the Leased Premises, Tenant must first notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of taking any action with respect thereto. Once Tenant (or Landlord or both pursuant to the joint marketing election described below) has identified a potential assignee or sublessee, Tenant shall notify Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than one hundred eighty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the proposed assignee’s or sublessee’s intended use of the Leased Premises, current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee, the form of documents to be used in effectuating such assignment or subletting and such other information as Landlord may reasonably request. Landlord shall have a period of ten (10) business days following receipt of such notice and the required information within which to do one of the following: (i) consent to such requested assignment or subletting subject to Tenant’s compliance with the conditions set forth in Paragraph 7.4 below, or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused, or (iii) terminate this Lease as to the entirety of the Leased Premises, or, at Landlord’s sole option, as to only such portion of the Leased Premises as is the subject of the proposed assignment or subletting (such termination to be effective either (A) on the date specified in Tenant’s notice as the intended effective date of the assignment or subletting, or (B) on such tenth (10^th) business day after receipt of Tenant’s notice, at Landlord’s option). During such ten (10) business day period, Tenant covenants and agrees to supply to Landlord, upon request, all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee. In the event of an election by Landlord under clause (iii) above, Landlord shall have the right to enter into a direct lease with the proposed assignee or sublessee without payment of any consideration to Tenant. In addition, in the event Tenant desires to sublease all or a portion of the Leased Premises, Landlord shall have the right to elect to jointly market with Tenant the applicable portion (including all) of the Leased Premises for subleasing and/or direct leasing, such joint marketing election to be made, if at all, in writing and delivered to Tenant during the thirty (30) day period described in the first sentence of this Paragraph 7.3.

7.4 Conditions To Landlord’s Consent. If Landlord elects to consent, or shall have been ordered to so consent by a court of competent jurisdiction, to such requested assignment or subletting, such consent shall be expressly conditioned upon the occurrence of each of the conditions below set forth, and any purported assignment or subletting made or ordered prior to the full and complete satisfaction of each of the following conditions shall be void and, at the election of Landlord, which election may be exercised at any time following such a purported assignment or subletting but prior to the satisfaction of each of the stated conditions, shall constitute a material default by Tenant under this Lease until cured by satisfying in full each such condition by the assignee or sublessee. The conditions are as follows:

(a) Landlord having approved in form and substance the assignment or sublease agreement and any ancillary documents, which approval shall not be unreasonably withheld by Landlord if the requirements of this Article 7 are otherwise complied with.

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(b) Each such sublessee or assignee having agreed, in writing satisfactory to Landlord and its counsel and for the benefit of Landlord, to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant which relate to space being subleased.

(c) Tenant having fully and completely performed all of its obligations under the terms of this Lease through and including the date of such assignment or subletting.

(d) Tenant having reimbursed to Landlord all reasonable costs and reasonable attorneys’ fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting or assignment. Tenant shall be obligated to so reimburse Landlord whether or not such subletting or assignment is completed.

(e) Tenant having delivered to Landlord a complete and fully-executed duplicate original of such sublease agreement or assignment agreement (as applicable) and all related agreements.

(f) Tenant having paid, or having agreed in writing to pay as to future payments, to Landlord fifty percent (50%) of all assignment consideration or excess rentals to be paid to Tenant or to any other on Tenant’s behalf or for Tenant’s benefit for such assignment or subletting as follows:

(i) If Tenant assigns its interest under this Lease and if all or a portion of the consideration for such assignment is to be paid by the assignee at the time of the assignment, that Tenant shall have paid to Landlord and Landlord shall have received an amount equal to fifty percent (50%) of the assignment consideration so paid or to be paid (whichever is the greater) at the time of the assignment by the assignee; or

(ii) If Tenant assigns its interest under this Lease and if Tenant is to receive all or a portion of the consideration for such assignment in future installments, that Tenant and Tenant’s assignee shall have entered into a written agreement with and for the benefit of Landlord satisfactory to Landlord and its counsel whereby Tenant and Tenant’s assignee jointly agree to pay to Landlord an amount equal to fifty percent (50%) of all such future assignment consideration installments to be paid by such assignee as and when such assignment consideration is so paid.

(iii) If Tenant subleases the Leased Premises, that Tenant and Tenant’s sublessee shall have entered into a written agreement with and for the benefit of Landlord satisfactory to Landlord and its counsel whereby Tenant and Tenant’s sublessee jointly agree to pay to Landlord fifty percent (50%) of all excess rentals to be paid by such sublessee.

7.5 Assignment Consideration And Excess Rentals Defined. For purposes of this Article, including any amendment to this Article by way of addendum or other writing, the term “assignment consideration” shall mean all consideration to be paid by the assignee to Tenant or to any other party on Tenant’s behalf or for Tenant’s benefit as consideration for such assignment (i.e., in excess of the Base Monthly Rent and Additional Rent payable by such assignee under this Lease), without deduction for any commissions paid by Tenant or any other costs or expenses (including, without limitation, tenant improvements, capital improvements, building upgrades, permit fees, attorneys’ fees, and other consultants’ fees) incurred by Tenant in connection with such assignment, and the term “excess rentals” shall mean all consideration to be paid by the sublessee to Tenant or to any other party on Tenant’s behalf or for Tenant’s benefit for the sublease of all or any portion of the Leased Premises in excess of the rent due to Landlord under the terms of this Lease for the portion so subleased for the same period, without

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deduction for any commissions paid by Tenant or any other costs or expenses (including, without limitation, tenant improvements, capital improvements, building upgrades, permit fees, attorneys’ fees, and other consultants’ fees) incurred by Tenant in connection with such sublease. Tenant agrees that the portion of any assignment consideration and/or excess rentals arising from any assignment or subletting by Tenant which is to be paid to Landlord pursuant to this Article now is and shall then be the property of Landlord and not the property of Tenant.

7.6 Payments. All payments required by this Article to be made to Landlord shall be made in cash in full as and when they become due. At the time Tenant, Tenant’s assignee or sublessee makes each such payment to Landlord, Tenant or Tenant’s assignee or sublessee, as the case may be, shall deliver to Landlord an itemized statement in reasonable detail showing the method by which the amount due Landlord was calculated and certified by the party making such payment as true and correct.

7.7 Good Faith. The rights granted to Tenant by this Article are granted in consideration of Tenant’s express covenant that all pertinent allocations which are made by Tenant between the rental value of the Leased Premises and the value of any of Tenant’s personal property which may be conveyed or leased (or services provided) generally concurrently with and which may reasonably be considered a part of the same transaction as the permitted assignment or subletting shall be made fairly, honestly and in good faith. If Tenant shall breach this covenant, Landlord may immediately declare Tenant to be in default under the terms of this Lease and terminate this Lease and/or exercise any other rights and remedies Landlord would have under the terms of this Lease in the case of a material default by Tenant under this Lease.

7.8 Effect Of Landlord’s Consent. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. No sublease may be terminated or modified without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed. If Landlord shall have been ordered by a court of competent jurisdiction to consent to a requested assignment or subletting, or such an assignment or subletting shall have been ordered by a court of competent jurisdiction over the objection of Landlord, such assignment or subletting shall not be binding between the assignee (or sublessee) and Landlord until such time as all conditions set forth in Paragraph 7.4 above have been fully satisfied (to the extent not then satisfied) by the assignee or sublessee, including, without limitation, the payment to Landlord of all agreed assignment considerations and/or excess rentals then due Landlord. Upon a default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord, as Tenant’s agent, may endorse any check, draft or other instrument payable to Tenant for sums due under a sublease, and apply the proceeds in accordance with this Lease; this agency is coupled with an interest and is irrevocable.

7.9 Co-Location Use. Notwithstanding the foregoing, Tenant shall have the right, without the consent of Landlord, to enter into licenses or other similar arrangements with its customers, consistent with the custom and practice of the telecommunications industry in Silicon Valley (each, a “Co-Location Agreement”), to “co-locate” such customers’ telecommunications equipment within the Leased Premises and to allow such customers to avail themselves of the services offered by Tenant which are consistent with the Permitted Use. Each Co-Location Agreement shall be subject and subordinate in all respects to

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all of the terms of this Lease but shall not require any prior consent of the Landlord. Tenant shall from time to time, and upon the written request of Landlord, provide Landlord with a list of all such licensees or customers and copies of the applicable Co-Location Agreements.

ARTICLE 8

LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY

8.1 Limitation On Landlord’s Liability And Release. Landlord shall not be liable to Tenant for, and Tenant hereby releases and waives all claims and rights of recovery against Landlord and its partners, principals, members, officers, agents, employees, lenders, attorneys, contractors, invitees, consultants, predecessors, successors and assigns (including without limitation prior and subsequent owners of the Property or portions thereof) (collectively, the “Landlord Indemnitees”) from, any and all liability, whether in contract, tort or on any other basis, for any injury to or any damage sustained by Tenant, Tenant’s agents, employees, contractors or invitees, any damage to Tenant’s property, or any loss to Tenant’s business, loss of Tenant’s profits or other financial loss of Tenant resulting from or attributable to the condition of, the management of, the repair or maintenance of, the protection of, the supply of services or utilities to, the damage in or destruction of the Leased Premises, the Building, the Property or the Outside Areas, including without limitation (i) the failure, interruption, rationing or other curtailment or cessation in the supply of electricity, water, gas or other utility service to the Property, the Building or the Leased Premises; (ii) the vandalism or forcible entry into the Building or the Leased Premises; (iii) the penetration of water into or onto any portion of the Leased Premises; (iv) the failure to provide security and/or adequate lighting in or about the Property, the Building or the Leased Premises, (v) the existence of any design or construction defects within the Property, the Building or the Leased Premises; (vi) the failure of any mechanical systems to function properly (such as the HVAC systems); (vii) the blockage of access to any portion of the Property, the Building or the Leased Premises, except that Tenant does not so release Landlord from such liability to the extent such damage was proximately caused by Landlord’s active gross negligence or willful misconduct. In this regard, Tenant acknowledges that it is fully apprised of the provisions of Law relating to releases, and particularly to those provisions contained in Section 1542 of the California Civil Code which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Notwithstanding such statutory provision, and for the purpose of implementing a full and complete release and discharge, Tenant hereby (i) waives the benefit of such statutory provision and (ii) acknowledges that, subject to the exceptions specifically set forth herein, the release and discharge set forth in this paragraph is a full and complete settlement and release and discharge of all claims and is intended to include in its effect, without limitation, all claims which Tenant, as of the date hereof, does not know of or suspect to exist in its favor.

8.2 Tenant’s Indemnification Of Landlord. Tenant shall defend with competent counsel satisfactory to Landlord any claims made or legal actions filed or threatened against the Landlord Indemnitees with respect to the violation of any Law, or the death, bodily injury, personal injury, property damage, or interference with contractual or property rights suffered by any third party occurring within the Leased Premises, the Building, or the Outside Areas, or resulting from Tenant’s use or occupancy of the Leased Premises, the Building or the Outside Areas, or resulting from Tenant’s activities in or about the Leased Premises, the Building, or the Outside Areas, and Tenant shall indemnify and hold the Landlord Indemnitees harmless from any loss liability, penalties, or expense whatsoever (including any loss attributable to vacant space which otherwise would have been leased, but for such activities) resulting therefrom, except to the extent proximately caused by the active gross negligence or willful misconduct of Landlord. This indemnity agreement shall survive the expiration or sooner termination of this Lease.

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ARTICLE 9

INSURANCE

9.1 Tenant’s Insurance. Tenant shall maintain insurance complying with all of the following:

(a) Tenant shall procure, pay for and keep in full force and effect, at all times during the Lease Term, the following:

(i) Commercial general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Leased Premises, or resulting from Tenant’s use or occupancy of the Leased Premises, the Building, the Outside Areas or the Property (including without limitation the use of petroleum storage tanks), or resulting from Tenant’s activities in or about the Leased Premises or the Property, with coverage in an amount equal to Tenant’s Required Liability Coverage (as set forth in Article 1), which insurance shall contain “contractual liability” and “broad form property damage” coverages insuring Tenant’s performance of Tenant’s obligations to indemnify Landlord as contained in this Lease.

(ii) Fire and property damage insurance in “special form” coverage insuring Tenant against loss from physical damage to Tenant’s personal property, inventory, trade fixtures and improvements within the Leased Premises with coverage for the full actual replacement cost thereof;

(iii) Business income/extra expense insurance sufficient to pay Base Monthly Rent and Additional Rent for a period of not less than twelve (12) months;

(iv) Plate glass insurance, at actual replacement cost;

(v) Boiler and machinery insurance (including equipment breakdown and rental loss coverage for covered perils), to limits sufficient to restore the Building;

(vi) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Leased Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Leased Premises for not less than Tenant’s Required Liability Coverage (as set forth in Article 1);

(vii) Workers’ compensation insurance (statutory coverage) with employer’s liability in amounts not less than $1,000,000 insurance sufficient to comply with all laws, provided that these required coverage limits may, at Tenant’s election, be met through a combination of primary and excess policies; and

(viii) With respect to making of any alterations or modifications or the construction of improvements or the like undertaken by Tenant, course of construction, commercial general liability, automobile liability and workers’ compensation (to be carried by Tenant’s contractor), in an amount and with coverage reasonably satisfactory to Landlord.

(b) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or actually carried by Tenant with respect to the Leased Premises or the Property: (i) shall, except with respect to insurance required by subparagraphs (a)(ii) and (a)(viii) above, name Landlord, and

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such others as are designated by Landlord, as additional insureds; (ii) shall, with respect to insurance required by subparagraph (a)(ii) above, name Landlord, and such others as are designated by Landlord, as loss payees, as their interests may appear; (iii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iv) shall be in a form satisfactory to Landlord; (v) shall be carried with companies reasonably acceptable to Landlord with Best’s ratings of at least A and XI; (vi) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty (30) days prior written notice to Landlord, and (vii) shall contain a so-called “severability” or “cross liability” coverage. Each policy of property insurance maintained by Tenant with respect to the Leased Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty (30) days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractors.

(c) Prior to the time Tenant or any of its contractors enters the Leased Premises, Tenant shall deliver to Landlord, with respect to each policy of insurance required to be carried by Tenant pursuant to this Article, a copy of such policy (appropriately authenticated by the insurer as having been issued, premium paid) or a certificate of the insurer certifying in form satisfactory to Landlord that a policy has been issued, premium paid, providing the coverage required by this Paragraph and containing the provisions specified herein. With respect to each renewal or replacement of any such insurance, the requirements of this Paragraph must be complied with not less than thirty days prior to the expiration or cancellation of the policies being renewed or replaced. Landlord may, at any time and from time to time, inspect and/or copy any and all insurance policies required to be carried by Tenant pursuant to this Article. If Landlord’s Lender, insurance broker, advisor or counsel reasonably determines at any time that the amount of coverage set forth in Paragraph 9.1(a) for any policy of insurance Tenant is required to carry pursuant to this Article is not adequate, then Tenant shall increase the amount of coverage for such insurance to such greater amount as Landlord’s Lender, insurance broker, advisor or counsel reasonably deems adequate. In the event Tenant does not maintain said insurance, Landlord may, in its sole discretion and without waiving any other remedies hereunder, procure said insurance and Tenant shall pay to Landlord as additional rent the cost of said insurance plus a ten percent (10%) administrative fee.

9.2 Landlord’s Insurance. With respect to insurance maintained by Landlord:

(a) Landlord shall maintain, as the minimum coverage required of it by this Lease, fire and property damage insurance in so-called special form coverage insuring Landlord (and such others as Landlord may designate) against loss from physical damage to the Building with coverage of not less than one hundred percent (100%) of the full actual replacement cost thereof and against loss of rents for a period of not less than six months. Such fire and property damage insurance, at Landlord’s election but without any requirements on Landlord’s behalf to do so, (i) may be written in so-called “all risk” form, excluding only those perils commonly excluded from such coverage by Landlord’s then property damage insurer; (ii) may provide coverage for physical damage to the improvements so insured for up to the entire full actual replacement cost thereof; (iii) may be endorsed to cover loss or damage caused by any additional perils against which Landlord may elect to insure, including earthquake and/or flood; and/or (iv) may provide coverage for loss of rents for a period of up to twelve months. Landlord shall not be required to cause such insurance to cover any of Tenant’s personal property, inventory, and trade fixtures, or any modifications, alterations or improvements made or constructed by Tenant to or within the Leased Premises. Landlord shall use commercially reasonable efforts to obtain such insurance at competitive rates. If Tenant so desires, Tenant may at any time and from time to time seek to obtain (and pay directly for) a separate earthquake insurance policy for the Building with such policy limits as Tenant desires, so long as there is no effect on any insurance carried by Landlord.

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(b) Landlord shall maintain commercial general liability insurance insuring Landlord (and such others as are designated by Landlord) against liability for personal injury, bodily injury, death, and damage to property occurring in, on or about, or resulting from the use or occupancy of the Property, or any portion thereof, with combined single limit coverage of at least Ten Million Dollars ($10,000,000). Landlord may carry such greater coverage as Landlord or Landlord’s Lender, insurance broker, advisor or counsel may from time to time determine is reasonably necessary for the adequate protection of Landlord and the Property.

(c) Landlord may maintain any other insurance which in the opinion of its insurance broker, advisor or legal counsel is prudent to carry under the given circumstances, provided such insurance is commonly carried by owners of property similarly situated and operating under similar circumstances.

9.3 Mutual Waiver Of Subrogation. Landlord hereby releases Tenant, and Tenant hereby releases Landlord and its respective partners, principals, members, officers, agents, employees and servants, from any and all liability for loss, damage or injury to the property of the other in or about the Leased Premises or the Property which is caused by or results from a peril or event or happening which is covered by insurance actually carried and in force at the time of the loss by the party sustaining such loss; provided, however, that such waiver shall be effective only to the extent permitted by the insurance covering such loss and to the extent such insurance is not prejudiced thereby.

ARTICLE 10

DAMAGE TO LEASED PREMISES

10.1 Landlord’s Duty To Restore. If the Leased Premises, the Building or the Outside Area are damaged by any peril after the Effective Date of this Lease, Landlord shall restore the same, as and when required by this paragraph. Upon receipt of the insurance proceeds and any sums payable by Tenant as provided below, and the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Leased Premises, the Building or the Outside Area, as the case may be, to substantially the same condition in which it existed as of the Lease Commencement Date to the extent then allowed by law. Landlord’s obligation to restore shall be limited to the improvements constructed by Landlord. To the extent the insurance proceeds available from insurance actually carried by Landlord are less than the cost to restore, Landlord shall be responsible for paying such shortfall (except for insurance policy deductibles and shortfalls in earthquake insurance proceeds, both of which shall in all events be paid by Tenant). Landlord shall have no obligation to restore any alterations, modifications or improvements made by Tenant to the Leased Premises or any of Tenant’s personal property, inventory or trade fixtures. Upon completion of the restoration by Landlord, Tenant shall forthwith replace or fully repair all of Tenant’s personal property, inventory, trade fixtures and other improvements constructed by Tenant to like or similar conditions as existed at the time immediately prior to such damage or destruction.

10.2 Insurance Proceeds. All insurance proceeds available from the fire and property damage insurance carried by Landlord shall be paid to and become the property of Landlord. All insurance proceeds available from insurance carried by Tenant which cover loss to property that is Landlord’s property shall be paid to and become the property of Landlord to the extent of the loss, and all proceeds available from such insurance which cover loss to property which would only become the property of Landlord upon the termination of this Lease shall be paid to and remain the property of Tenant. The determination of Landlord’s property and Tenant’s property shall be made pursuant to Paragraph 6.2.

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10.3 Tenant’s Waiver. Tenant hereby waives the provisions of California Civil Code, Section 1932, Subdivision 2, and California Civil Code, Section 1933, and the provisions of any successor Civil Code Sections or similar laws hereinafter enacted.

10.4 No Abatement Of Rent. In no event shall any damage to the Leased Premises result in any abatement of the Base Monthly Rent or Additional Rent, unless (a) Landlord fails to use commercially reasonable efforts to promptly and reasonably restore in the event all of the Leased Premises is rendered unusable, or (b) a portion of the Leased Premises is rendered unusable and the part of the Leased Premises that remains cannot, despite the exercise of best efforts to do so, be made reasonably suitable for the continued operation of Tenant’s business. In that event, either party my terminate by written notice to the other given within a reasonable period of time (not to exceed 60 days) after the occurrence of the damage, with such termination to be effective on the later to occur of (i) 60 days after the date such notice is given, and (ii) the date Tenant vacated the Leased Premises.

ARTICLE 11

CONDEMNATION

11.1 Tenant’s Right To Terminate. Except as otherwise provided in Paragraph 11.4 below regarding temporary takings, Tenant shall have the option to terminate this Lease if, as a result of any taking, (i) all of the Leased Premises is taken, or (ii) a portion of the Leased Premises is taken and the part of the Leased Premises that remains cannot, despite the exercise of best efforts to do so, be made reasonably suitable for the continued operation of Tenant’s business. Tenant must exercise such option within a reasonable period of time, to be effective on the later to occur of (i) the date that possession of that portion of the Leased Premises that is condemned is taken by the condemnor or (ii) the date Tenant vacated the Leased Premises.

11.2 Landlord’s Right To Terminate. Except as otherwise provided in Paragraph 11.4 below regarding temporary takings, Landlord shall have the option to terminate this Lease if, as a result of any taking, (i) all of the Leased Premises is taken, (ii) fifty percent (50%) or more of the Leased Premises is taken and the part of the Leased Premises that remains cannot, within a reasonable period of time, be made reasonably suitable for the continued operation of Tenant’s business, or (iii) because of the laws then in force, the Leased Premises may not be used for the same use being made before such taking, whether or not restored as required by Paragraph 11.3 below. Any such option to terminate by Landlord must be exercised within a reasonable period of time, to be effective as of the date possession is taken by the condemnor.

11.3 Restoration. If any part of the Leased Premises or the Building is taken and this Lease is not terminated, then upon receipt of the condemnation award and any sums payable by Tenant as provided below, and to the extent not prohibited by laws then in force, Landlord shall repair any damage occasioned thereby to the remainder thereof to a condition reasonably suitable for Tenant’s continued operations and otherwise, to the extent practicable, in the manner and to the extent provided in Paragraph 10.1. In the event Landlord is so obligated to repair and the condemnation award received by Landlord is less than the cost to repair, then promptly upon demand by Landlord, Tenant shall pay such shortfall to Landlord.

11.4 Temporary Taking. If greater than fifty percent (50%) of the Leased Premises is temporarily taken for a period of one year or less and such period does not extend beyond the Lease Expiration Date, this Lease shall remain in effect.

11.5 Division Of Condemnation Award. Any award made for any taking of the Property, the Building, or the Leased Premises, or any portion thereof, shall belong to and be paid to Landlord, and

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Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, that so long as the same does not diminish the award to Landlord as described above, Tenant shall be entitled bring a separate action and if successful shall be entitled to receive an award that is made specifically (i) for the taking of personal property, inventory or trade fixtures belonging to Tenant, (ii) for the interruption of Tenant’s business or its moving costs, or (iii) for the value of any leasehold improvements installed and paid for by Tenant. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article, and each party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure, and the provisions of any similar law hereinafter enacted, allowing either party to petition the Supreme Court to terminate this Lease and/or otherwise allocate condemnation awards between Landlord and Tenant in the event of a taking of the Leased Premises.

11.6 No Abatement Of Rent. In no event shall any taking or condemnation result in any abatement of the Base Monthly Rent or Additional Rent unless this Lease is terminated in accordance with and pursuant to Paragraph 11.1 or Paragraph 11.2 above.

11.7 Taking Defined. The term “taking” or “taken” as used in this Article 11 shall mean any transfer or conveyance of all or any portion of the Property to a public or quasi-public agency or other entity having the power of eminent domain pursuant to or as a result of the exercise of such power by such an agency, including any inverse condemnation and/or any sale or transfer by Landlord of all or any portion of the Property to such an agency under threat of condemnation or the exercise of such power.

ARTICLE 12

DEFAULT AND REMEDIES

12.1 Events Of Tenant’s Default. Tenant shall be in default of its obligations under this Lease if any of the following events occur:

(a) Tenant shall have failed to pay Base Monthly Rent or any Additional Rent when due; or

(b) Tenant shall have done or permitted to be done any act, use or thing in its use, occupancy or possession of the Leased Premises or the Building or the Outside Areas which is prohibited by the terms of this Lease; or

(c) Tenant shall have failed to perform any term, covenant or condition of this Lease (except those requiring the payment of Base Monthly Rent or Additional Rent, which failures shall be governed by subparagraph (a) above) within the shorter of (i) any specific time period expressly provided under this Lease for the performance of such term, covenant or condition, or (ii) thirty (30) days after written notice from Landlord to Tenant specifying the nature of such failure and requesting Tenant to perform same; or

(d) Tenant shall have sublet the Leased Premises or assigned or encumbered its interest in this Lease in violation of the provisions contained in Article 7, whether voluntarily or by operation of law; or

(e) Tenant shall have abandoned the Leased Premises and failed to pay rent; or

(f) Tenant or any Guarantor of this Lease shall have permitted or suffered the sequestration or attachment of, or execution on, or the appointment of a custodian or receiver with respect to, all or any substantial part of the property or assets of Tenant (or such Guarantor) or any property or asset essential to the conduct of Tenant’s (or such Guarantor’s) business, and Tenant (or such Guarantor) shall have failed to obtain a return or release of the same within thirty days thereafter, or prior to sale pursuant to such sequestration, attachment or levy, whichever is earlier; or

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(g) Tenant or any Guarantor of this Lease shall have made a general assignment of all or a substantial part of its assets for the benefit of its creditors; or

(h) Tenant or any Guarantor of this Lease shall have allowed (or sought) to have entered against it a decree or order which: (i) grants or constitutes an order for relief, appointment of a trustee, or condemnation or a reorganization plan under the bankruptcy laws of the United States; (ii) approves as properly filed a petition seeking liquidation or reorganization under said bankruptcy laws or any other debtor’s relief law or similar statute of the United States or any state thereof; or (iii) otherwise directs the winding up or liquidation of Tenant; provided, however, if any decree or order was entered without Tenant’s consent or over Tenant’s objection, Landlord may not terminate this Lease pursuant to this Subparagraph if such decree or order is rescinded or reversed within thirty days after its original entry; or

(i) Tenant or any Guarantor of this Lease shall have availed itself of the protection of any debtor’s relief law, moratorium law or other similar law which does not require the prior entry of a decree or order.

(j) Tenant shall be in default of its obligations under any lease between Landlord and Tenant.

12.2 Landlord’s Remedies. In the event of any default by Tenant, and without limiting Landlord’s right to indemnification as provided in Article 8.2, Landlord shall have the following remedies, in addition to all other rights and remedies provided by law or otherwise provided in this Lease, to which Landlord may resort cumulatively, or in the alternative:

(a) Landlord may, at Landlord’s election, keep this Lease in effect and enforce, by an action at law or in equity, all of its rights and remedies under this Lease including, without limitation, (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required by Tenant, or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the then maximum rate of interest not prohibited by law from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to prevent Tenant from violating the terms of this Lease and/or to compel Tenant to perform its obligations under this Lease, as the case may be.

(b) Landlord may, at Landlord’s election, terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person who may be occupying the Leased Premises or any part thereof, without being liable for prosecution or any claim or damages therefor. Any termination under this subparagraph shall not relieve Tenant from its obligation to pay to Landlord all Base Monthly Rent and Additional Rent then or thereafter due, or any other sums due or thereafter accruing to Landlord, or from any claim against Tenant for damages previously accrued or then or thereafter accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease constitute a termination of this Lease:

(i) Appointment of a receiver or keeper in order to protect Landlord’s interest hereunder;

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(ii) Consent to any subletting of the Leased Premises or assignment of this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; or

(iii) Any action taken by Landlord or its partners, principals, members, officers, agents, employees, or servants, which is intended to mitigate the adverse effects of any breach of this Lease by Tenant, including, without limitation, any action taken to maintain and preserve the Leased Premises on any action taken to relet the Leased Premises or any portion thereof for the account at Tenant and in the name of Tenant.

(c) In the event Tenant breaches this Lease and abandons the Leased Premises, Landlord may terminate this Lease, but this Lease shall not terminate unless Landlord gives Tenant written notice of termination. If Landlord does not terminate this Lease by giving written notice of termination, Landlord may enforce all its rights and remedies under this Lease, including the right and remedies provided by California Civil Code Section 1951.4 (“lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations”), as in effect on the Effective Date of this Lease.

(d) In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to the rights and remedies provided in California Civil Code Section 1951.2, as in effect on the Effective Date of this Lease. For purposes of computing damages pursuant to Section 1951.2, an interest rate equal to the maximum rate of interest then not prohibited by law shall be used where permitted. Such damages shall include, without limitation:

(i) The worth at the time of the award of the unpaid rent which had been earned at the time of termination;

(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco, at the time of award plus one percent; and

(iv) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom, including without limitation, the following: (i) expenses for cleaning, repairing or restoring the Leased Premises, (ii) expenses for altering, remodeling or otherwise improving the Leased Premises for the purpose of reletting, including removal of existing leasehold improvements and/or installation of additional leasehold improvements (regardless of how the same is funded, including reduction of rent, a direct payment or allowance to a new tenant, or otherwise), (iii) broker’s fees allocable to the remainder of the term of this Lease, advertising costs and other expenses of reletting the Leased Premises; (iv) costs of carrying and maintaining the Leased Premises, such as taxes, insurance premiums, utility charges and security precautions, (v) expenses incurred in removing, disposing of and/or storing any of Tenant’s personal property, inventory or trade fixtures remaining therein; (vi) reasonable attorney’s fees, expert witness fees, court costs and other reasonable expenses incurred by Landlord (but not limited to taxable costs) in retaking possession of the Leased Premises, establishing damages hereunder, and releasing the Leased Premises; and (vii) any other expenses, costs or damages otherwise incurred or suffered as a result of Tenant’s default.

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(e) Pursuant to California Code of Civil Procedure Section 1161.1, Landlord may accept a partial payment of Rent after serving a notice pursuant to California Code of Civil Procedure Section 1161, and may without further notice to the Tenant, commence and pursue an action to recover the difference between the amount demanded in that notice and the payment actually received. This acceptance of such a partial payment of Rent does not constitute a waiver of any rights, including any right the Landlord may have to recover possession of the Leased Premises.

12.3 Landlord’s Default And Tenant’s Remedies. In the event Landlord fails to perform its obligations under this Lease, Landlord shall nevertheless not be in default under the terms of this Lease until such time as Tenant shall have first given Landlord written notice specifying the nature of such failure to perform its obligations, and then only after Landlord shall have had thirty (30) days following its receipt of such notice within which to perform such obligations; provided that, if longer than thirty (30) days is reasonably required in order to perform such obligations, Landlord shall have such longer period. In the event of Landlord’s default as above set forth, then, and only then, Tenant may then proceed in equity or at law to compel Landlord to perform its obligations and/or to recover damages proximately caused by such failure to perform (except as and to the extent Tenant has waived its right to damages as provided in this Lease).

12.4 Limitation Of Tenant’s Recourse. Tenant’s sole recourse against Landlord shall be to Landlord’s interest in the Building and the Outside Areas. If Landlord is a corporation, trust, partnership, joint venture, limited liability company, unincorporated association, or other form of business entity, Tenant agrees that (i) the obligations of Landlord under this Lease shall not constitute personal obligations of the officers, directors, trustees, partners, joint venturers, members, managers, owners, stockholders, or other principals of such business entity, and (ii) Tenant shall have recourse only to the interest of such corporation, trust, partnership, joint venture, limited liability company, unincorporated association, or other form of business entity in the Building and the Outside Areas for the satisfaction of such obligations and not against the assets of such officers, directors, trustees, partners, joint venturers, members, managers, owners, stockholders or principals. Additionally, if Landlord is a partnership or limited liability company, then Tenant covenants and agrees:

(a) No partner, manager, or member of Landlord shall be sued or named as a party in any suit or action brought by Tenant with respect to any alleged breach of this Lease (except to the extent necessary to secure jurisdiction over the partnership or limited liability company and then only for that sole purpose);

(b) No service of process shall be made against any partner, manager, or member of Landlord except for the sole purpose of securing jurisdiction over the partnership; and

(c) No writ of execution will ever be levied against the assets of any partner, manager, or member of Landlord other than to the extent of his or her interest in the assets of the partnership or limited liability company constituting Landlord.

Tenant further agrees that each of the foregoing covenants and agreements shall be enforceable by Landlord and by any partner or member of Landlord and shall be applicable to any actual or alleged misrepresentation or nondisclosure made regarding this Lease or the Leased Premises or any actual or alleged failure, default or breach of any covenant or agreement either expressly or implicitly contained in this Lease or imposed by statute or at common law.

12.5 Tenant’s Waiver. Landlord and Tenant agree that the provisions of Paragraph 12.3 above are intended to supersede and replace the provisions of California Civil Code Sections 1932(1), 1941 and 1942, and accordingly, Tenant hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 and/or any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease.

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ARTICLE 13

GENERAL PROVISIONS

13.1 Taxes On Tenant’s Property. Tenant shall pay before delinquency any and all taxes, assessments, license fees, use fees, permit fees and public charges of whatever nature or description levied, assessed or imposed against Tenant or Landlord by a governmental agency arising out of, caused by reason of or based upon Tenant’s estate in this Lease, Tenant’s ownership of property, improvements made by Tenant to the Leased Premises or the Outside Areas, improvements made by Landlord for Tenant’s use within the Leased Premises or the Outside Areas, Tenant’s use (or estimated use) of public facilities or services or Tenant’s consumption (or estimated consumption) of public utilities, energy, water or other resources (collectively, “Tenant’s Interest”). Upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. If any such taxes, assessments, fees or public charges are levied against Landlord, Landlord’s property, the Building or the Property, or if the assessed value of the Building or the Property is increased by the inclusion therein of a value placed upon Tenant’s Interest, regardless of the validity thereof, Landlord shall have the right to require Tenant to pay such taxes, and if not paid and satisfactory evidence of payment delivered to Landlord at least ten days prior to delinquency, then Landlord shall have the right to pay such taxes on Tenant’s behalf and to invoice Tenant for the same, in either case whether before or after the expiration or earlier termination of the Lease Term. Tenant shall, within the earlier to occur of (a) thirty (30) days of the date it receives an invoice from Landlord setting forth the amount of such taxes, assessments, fees, or public charge so levied, or (b) the due date of such invoice, pay to Landlord, as Additional Rent, the amount set forth in such invoice. Failure by Tenant to pay the amount so invoiced within such time period shall be conclusively deemed a default by Tenant under this Lease. Tenant shall have the right to bring suit in any court of competent jurisdiction to recover from the taxing authority the amount of any such taxes, assessments, fees or public charges so paid.

13.2 Holding Over. This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Any holding over by Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the Leased Premises except as expressly provided in this Paragraph. Any such holding over to which Landlord has consented shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as applicable, except that the Base Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the Base Monthly Rent payable during the last full month immediately preceding such holding over. Without limiting the foregoing, in the event of a holding over to which Landlord has consented, any rights of Landlord or obligations of Tenant set forth in this Lease and purporting to apply during the term of this Lease, shall nonetheless also be deemed to apply during any such hold over period. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender.

13.3 Subordination To Mortgages. This Lease is subject to and subordinate to all ground leases, mortgages and deeds of trust which affect the Building or the Property and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and

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extensions thereof. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default under this Lease. Tenant’s failure to execute and deliver such documents or instruments within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust, which may include, but shall not be limited to, those provisions listed on Exhibit C attached hereto.

13.4 Tenant’s Attornment Upon Foreclosure. Tenant shall, upon request, attorn (i) to any purchaser of the Building or the Property at any foreclosure sale or private sale conducted pursuant to any security instruments encumbering the Building or the Property, (ii) to any grantee or transferee designated in any deed given in lieu of foreclosure of any security interest encumbering the Building or the Property, or (iii) to the lessor under an underlying ground lease of the land underlying the Building or the Property, should such ground lease be terminated; provided that such purchaser, grantee or lessor recognizes Tenant’s rights under this Lease.

13.5 Mortgagee Protection. In the event of any default on the part of Landlord, Tenant will give notice by registered mail to any Lender or lessor under any underlying ground lease who shall have requested, in writing, to Tenant that it be provided with such notice, and Tenant shall offer such Lender or lessor a reasonable opportunity to cure the default, including time to obtain possession of the Leased Premises by power of sale or judicial foreclosure or other appropriate legal proceedings if reasonably necessary to effect a cure.

13.6 Estoppel Certificate. Tenant will, following any request by Landlord, promptly execute and deliver to Landlord an estoppel certificate substantially in form attached as Exhibit D, (i) certifying that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iv) certifying such other information about this Lease as may be reasonably requested by Landlord, its Lender or prospective lenders, investors or purchasers of the Building or the Property. Additionally, upon Landlord’s request, Tenant shall also cause any Guarantor of this Lease to

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execute such estoppel certificate and ratify its guaranty in connection with such estoppel certificate. Tenant’s failure to execute and deliver (and to have caused such Guarantor to execute and deliver) such estoppel certificate within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such estoppel certificate in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Building, the Property, or any interest in them.

13.7 Tenant’s Financial Information. Tenant shall, within ten business days after Landlord’s request therefor, deliver to Landlord a copy of Tenant’s (and any guarantor’s) current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles), a list of all of Tenant’s creditors with current contact information, and any such other information reasonably requested by Landlord regarding Tenant’s financial condition. Landlord shall be entitled to disclose such financial statements or other information to its Lender, to any present or prospective principal of or investor in Landlord, or to any prospective Lender or purchaser of the Building, the Property, or any portion thereof or interest therein. Any such financial statement or other information which is marked “confidential” or “company secrets” (or is otherwise similarly marked by Tenant) shall be confidential and shall not be disclosed by Landlord to any third party except as specifically provided in this paragraph, unless the same becomes a part of the public domain without the fault of Landlord.

13.8 Transfer By Landlord. Landlord and its successors in interest shall have the right to transfer their interest in the Building, the Property, or any portion thereof at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor), from the date of such transfer, shall be automatically relieved, without any further act by any person or entity, of all liability for (i) the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and (ii) repayment of any unapplied portion of the Security Deposit (upon transferring or crediting the same to the transferee), and (iii) the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Building or the Property.

13.9 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

13.10 Notices. Any notice required or permitted to be given under this Lease other than statutory notices shall be in writing and (i) personally delivered, (ii) sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar nationally recognized overnight courier service, or (iv) transmitted by facsimile with a hard copy sent within one (1) business day by any of the foregoing means, and in all cases addressed as follows, and such notice shall

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be deemed to have been given upon the date of actual receipt or delivery (or refusal to accept delivery) at the address specified below (or such other addresses as may be specified by notice in the foregoing manner) as indicated on the return receipt or air bill:

If to Landlord:	529 Bryant Street Partners LLC
	490 California Avenue
	4th Floor
	Palo Alto, California 94306
	Attention: Henry Bullock/Richard Holmstrom
	Facsimile: (650) 326-9333
with a copy to:	Cooley Godward LLP
	One Maritime Plaza
	20th Floor
	San Francisco, California 94111
	Attention: Paul Churchill
	Facsimile: (415) 951-3699
If to Tenant:	Switch & Data CA Nine, LLC
	1715 Westshore Boulevard
	Suite 650
	Tampa, Florida 33607
	Attention: Legal Department
	Facsimile: (813) 207-7701
with a copy to:	Switch & Data Facilities Company, Inc.
	1715 N. Westshore Boulevard
	Suite 650
	Tampa, Florida 33607
	Attention: Glenn Todd
	Facsimile: (813) 281-4511

Any notice given in accordance with the foregoing shall be deemed received upon actual receipt or refusal to accept delivery. Any statutory notice shall be given and deemed received in accordance with the applicable statute or as otherwise provided by law.

13.11 Attorneys’ Fees and Costs. In the event any party shall bring any action, arbitration, or other proceeding alleging a breach of any provision of this Lease, or a right to recover rent, to terminate this Lease, or to enforce, protect, interpret, determine, or establish any provision of this Lease or the rights or duties hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party as a part of such action or proceeding, or in a separate action for that purpose brought within one year from the determination of such proceeding, reasonable attorneys’ fees, expert witness fees, court costs and reasonable disbursements, made or incurred by the prevailing party.

13.12 Definitions. Any term that is given a special meaning by any provision in this Lease shall, unless otherwise specifically stated, have such meaning wherever used in this Lease or in any Addenda or amendment hereto. In addition to the terms defined in Article 1, the following terms shall have the following meanings:

(a) Real Property Taxes. The term “Real Property Tax” or “Real Property Taxes” shall each mean Tenant’s Expense Share of the following (to the extent applicable to any portion of the Lease Term, regardless of when the same are imposed, assessed, levied, or otherwise charged): (i) all taxes,

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assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed for whatever reason against the Property or any portion thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Property and located thereon, or Landlord’s business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Property, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or waste water disposal) at the Property, the number of persons employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type of use or uses conducted within the Property, and all costs and fees (including attorneys’ fees) reasonably incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If, at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied, awarded or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional use or charge (i) on the value, size, use or occupancy of the Property or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on Landlord’s business of owning, leasing or managing the Property or (iii) computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes.” Notwithstanding the foregoing, the terms “Real Property Tax” or “Real Property Taxes” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord’s income from all sources.

(b) Landlord’s Insurance Costs. The term “Landlord’s Insurance Costs” shall mean Tenant’s Expense Share of the following (to the extent applicable to any portion of the Lease Term, regardless of when the same are incurred): the costs to Landlord to carry and maintain the policies of fire and property damage insurance for the Building and the Property and general liability and any other insurance required or permitted to be carried by Landlord pursuant to Article 9, together with any deductible amounts paid by Landlord upon the occurrence of any insured casualty or loss. In the event any Landlord’s Insurance Cost relates solely to the Building and not to any other portion of the Property, then Tenant’s Expense Share with respect to such Landlord’s Insurance Cost shall be deemed to be the percentage obtained by dividing the rentable square footage of the Leased Premises at the time of calculation by the rentable square footage of the Building at the time of calculation. Such percentage is currently 100%. In the event the rentable square footage of the Leased Premises or the Building is changed, the foregoing deemed Tenant’s Expense Share shall be recalculated so that the aggregate deemed Tenant’s Expense Share of all tenants in the Building shall equal 100%.

(c) Property Maintenance Costs. The term “Property Maintenance Costs” shall mean Tenant’s Expense Share of all costs and expenses (except Landlord’s Insurance Costs and Real Property Taxes) paid or incurred by Landlord in protecting, operating, maintaining, repairing and preserving the Property and all parts thereof (without in any way implying that Landlord has any such obligations). Such percentage is currently 100%. In the event the rentable square footage of the Leased Premises or the Building is changed, the foregoing deemed Tenant’s Expense Share shall be recalculated so that the aggregate deemed Tenant’s Expense Share of all tenants in the Building shall equal 100%. Landlord agrees that Tenant’s responsibility for property management fees incurred by Landlord shall not exceed two percent (2%) of the Rent.

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(d) Property Operating Expenses. The term “Property Operating Expenses” shall mean and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs.

(e) Law. The term “Law” shall mean any judicial decisions and any statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirements of any municipal, county, state, federal, or other governmental agency or authority having jurisdiction over the parties to this Lease, the Leased Premises, the Building or the Property, or any of them, in effect either at the Effective Date of this Lease or at any time during the Lease Term, including, without limitation, any regulation, order, or policy of any quasi-official entity or body (e.g. a board of fire examiners or a public utility or special district).

(f) Lender. The term “Lender” shall mean the holder of any promissory note or other evidence of indebtedness secured by the Property or any portion thereof.

(g) Restrictions. The term “Restrictions” shall mean (as they may exist from time to time) any and all covenants, conditions and restrictions, private agreements, easements, and any other recorded documents or instruments affecting the use of the Property, the Building, the Leased Premises, or the Outside Areas.

(h) Rent. The term “Rent” shall mean collectively Base Monthly Rent and all Additional Rent.

13.13 General Waivers. One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. No waiver of any provision hereof, or any waiver of any breach of any provision hereof, shall be effective unless in writing and signed by the waiving party. The receipt by Landlord of any rent or payment with or without knowledge of the breach of any other provision hereof shall not be deemed a waiver of any such breach. No waiver of any provision of this Lease shall be deemed a continuing waiver unless such waiver specifically states so in writing and is signed by both Landlord and Tenant. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions herein contained.

13.14 Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The benefit of each indemnity obligation of Tenant under this Lease is assignable in whole or in part by Landlord. The term “party” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Submission of this Lease for review, examination or signature by Tenant does not constitute an offer to lease, a reservation of or an option for lease, and notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be

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construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “must,” “shall,” “will,” and “agree” are mandatory. The term “may” is permissive. The term “governmental agency” or “governmental authority” or similar terms shall include, without limitation, all federal, state, city, local and other governmental and quasi-governmental agencies, authorities, bodies, boards, etc., and any party or parties having enforcement rights under any Restrictions. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord’s consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

ARTICLE 14

CORPORATE AUTHORITY BROKERS AND ENTIRE AGREEMENT

14.1 Corporate Authority. If Tenant is a corporation, each individual executing this Lease on behalf of such corporation represents and warrants that Tenant is validly formed and duly authorized and existing, that Tenant is qualified to do business in the State in which the Leased Premises are located, that Tenant has the full right and legal authority to enter into this Lease, and that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with its terms. Tenant shall, within three (3) business days after execution of this Lease, deliver to Landlord a certified copy of the resolution of its board of directors authorizing or ratifying the execution of this Lease, as well as a certified copy of binding resolutions of any guarantor in form reasonably acceptable to Landlord, authorizing or ratifying the execution of the applicable guaranty, and if Tenant fails to do so, the same shall be a material default on the part of Tenant permitting Landlord at its sole election to terminate this Lease.

14.2 Brokerage Commissions. Tenant represents, warrants and agrees that it has not had any dealings with any real estate broker(s), leasing agent(s), finder(s) or salesmen, other than the Brokers (as named in Article 1) with respect to the lease by it of the Leased Premises pursuant to this Lease, and that it will indemnify, defend with competent counsel, and hold Landlord harmless from any liability for the payment of any real estate brokerage commissions, leasing commissions or finder’s fees claimed by any other real estate broker(s), leasing agent(s), finder(s), or salesmen to be earned or due and payable by reason of Tenant’s agreement or promise (implied or otherwise) to pay (or to have Landlord pay) such a commission or finder’s fee by reason of its leasing the Leased Premises pursuant to this Lease. Notwithstanding any provision of this Lease to the contrary, Landlord shall not pay any leasing commission or compensation of any kind or type in connection with an extension of the term of this Lease, an expansion of the Leased Premises, a lease or sublease of any other premises leased by Tenant pursuant to any right of first offer or right of first refusal or other similar right granted to Tenant.

14.3 Entire Agreement. This Lease and the Exhibits (as described in Article 1), which Exhibits are by this reference incorporated herein, constitute the entire agreement between the parties, and there are no other agreements, understandings or representations between the parties relating to the lease by Landlord of the Leased Premises to Tenant, except as expressed herein. No subsequent changes, modifications or additions to this Lease shall be binding upon the parties unless in writing and signed by both Landlord and Tenant.

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14.4 Landlord’s Representations. Tenant acknowledges that neither Landlord nor any of its agents made any representations or warranties respecting the Property, the Building or the Leased Premises, upon which Tenant relied in entering into the Lease, which are not expressly set forth in this Lease. Tenant further acknowledges that neither Landlord nor any of its agents made any representations as to (i) whether the Leased Premises may be used for Tenant’s intended use under existing Law, or (ii) the suitability of the Leased Premises for the conduct of Tenant’s business, or (iii) the exact square footage of the Leased Premises, and that Tenant relies solely upon its own investigations with respect to such matters. Tenant expressly waives any and all claims for damage by reason of any statement, representation, warranty, promise or other agreement of Landlord or Landlord’s agent(s), if any, not contained in this Lease or in any Exhibit attached hereto.

ARTICLE 15

OPTION TO EXTEND

15.1 So long as Switch and Data CA Nine LLC, a Delaware limited liability company, is the Tenant hereunder and occupies the entirety of the Leased Premises, and subject to the condition set forth in clause (b) below, Tenant shall have one option to extend the term of this Lease with respect to the entirety of the Leased Premises, for a period of ten (10) years from the expiration of the [*] month of the initial Lease Term (the “Extension Period”), subject to the following conditions:

(a) Such option to extend shall be exercised, if at all, by notice of exercise given to Landlord by Tenant not more than 360 days nor less than 270 days prior to the expiration of the [*] month of the Lease Term;

(b) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease, either at the time Tenant exercises the extension option or on the commencement date of the Extension Period, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such option to extend upon notice to Tenant.

15.2 In the event the option is exercised in a timely fashion, the Lease shall be extended for the term of the Extension Period upon all of the terms and conditions of this Lease, provided that the Base Monthly Rent for the Extension Period shall be the “Fair Market Rent” for the Leased Premises, increased as set forth below. For purposes hereof, “Fair Market Rent” shall mean 95% of the Base Monthly Rent determined pursuant to the process described below. In no event, however, shall any adjustment of Base Monthly Rent pursuant to this paragraph result in a decrease of the Base Monthly Rent for the Leased Premises below the amount due from Tenant for the preceding portion of the initial Lease Term for which Base Monthly Rent had been fixed. At the end of the first 12 month period of the Extension Period, Base Monthly Rent shall be increased to reflect the change in the Consumer Price Index for the San Francisco Metropolitan Area, All Items (the “CPI”), for the 12-month period ending 11 months after the commencement of the Extension Period, but in no event shall Base Monthly Rent be increased less than 3% per annum compounded annually nor more than 6% per annum compounded annually for such 12 month period. Base Monthly Rent shall be so adjusted at the end of each subsequent 12-month period during the Extension Period. No leasing commissions shall be due or payable to any broker retained by Tenant with regard to this Lease for the Extension Period.

* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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15.3 Within thirty (30) days after receipt of Tenant’s notice of exercise, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the Extension Period, based on the provisions of Paragraph 15.2 above. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s statement of Base Monthly Rent as the Base Monthly Rent for the Extension Period; or (ii) elect to arbitrate Landlord’s estimate of Fair Market Rent, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such 30-day period shall constitute acceptance of the Base Monthly Rent for the Extension Period as calculated by Landlord. If Tenant elects arbitration, the arbitration shall be concluded within 90 days after the date of Tenant’s election, subject to extension for an additional 30-day period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.

15.4 In the event of arbitration, the judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the City and County of San Francisco in accordance with the then prevailing rules of the American Arbitration Association or its successor for arbitration of commercial disputes except to the extent that the procedures mandated by such rules shall be modified as follows:

(a) Tenant shall make demand for arbitration in writing within thirty (30) days after service of Landlord’s determination of Fair Market Rent given under Paragraph 15.3 above, specifying therein the name and address of the person to act as the arbitrator on its behalf. The arbitrator shall be qualified as a real estate appraiser familiar with the Fair Market Rent of similar industrial, research and development, or office space in the Silicon Valley area who would qualify as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Failure on the part of Tenant to make a proper demand in a timely manner for such arbitration shall constitute a waiver of the right thereto. Within fifteen (15) days after the service of the demand for arbitration, Landlord shall give notice to Tenant, specifying the name and address of the person designated by Landlord to act as arbitrator on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its arbitrator, within or by the time above specified, then the arbitrator appointed by Tenant shall be the arbitrator to determine the issue.

(b) In the event that two arbitrators are chosen pursuant to Paragraph 15.4(a) above, the arbitrators so chosen shall, within fifteen (15) days after the second arbitrator is appointed determine the Fair Market Rent. If the two arbitrators shall be unable to agree upon a determination of Fair Market Rent within such 15-day period, they, themselves, shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Paragraph 15.4(a). In the event they are unable to agree upon such appointment within seven days after expiration of such 15-day period, the third arbitrator shall be selected by the parties themselves, if they can agree thereon, within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by the then Presiding Judge of the California Superior Court having jurisdiction over the County of Santa Clara, acting in his or her private and not in his or her official capacity, and the other party shall not raise any question as to such Judge’s full power and jurisdiction to entertain the application for and make the appointment. The three arbitrators shall decide the dispute if it has not previously been resolved by following the procedure set forth below.

(c) Where an issue cannot be resolved by agreement between the two arbitrators selected by Landlord and Tenant or settlement between the parties during the course of arbitration, the issue shall be

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resolved by the three arbitrators within 15 days of the appointment of the third arbitrator in accordance with the following procedure. The arbitrator selected by each of the parties shall state in writing his determination of the Fair Market Rent supported by the reasons therefor with counterpart copies to each party. The arbitrators shall arrange for a simultaneous exchange of such proposed resolutions. The role of the third arbitrator shall be to select which of the two proposed resolutions most closely approximates his determination of Fair Market Rent. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The resolution he chooses as most closely approximating his determination shall constitute the decision of the arbitrators and be final and binding upon the parties.

(d) In the event of a failure, refusal or inability of any arbitrator to act, his successor shall be appointed by him, but in the case of the third arbitrator, his successor shall be appointed in the same manner as provided for appointment of the third arbitrator. The arbitrators shall decide the issue within fifteen (15) days after the appointment of the third arbitrator. Any decision in which the arbitrator appointed by Landlord and the arbitrator appointed by Tenant concur shall be binding and conclusive upon the parties. Each party shall pay the fee and expenses of its respective arbitrator and both shall share the fee and expenses of the third arbitrator, if any, and the attorneys’ fees and expenses of counsel for the respective parties and of witnesses shall be paid by the respective party engaging such counsel or calling such witnesses.

(e) The arbitrators shall have the right to consult experts and competent authorities to obtain factual information or evidence pertaining to a determination of Fair Market Rent, but any such consultation shall be made in the presence of both parties with full right on their part to cross-examine. The arbitrators shall render their decision and award in writing with counterpart copies to each party. The arbitrators shall have no power to modify the provisions of this Lease.

ARTICLE 16

TELEPHONE SERVICE

Notwithstanding any other provision of this Lease to the contrary:

(a) So long as the entirety of the Leased Premises is leased to Tenant:

(i) Landlord shall have no responsibility for providing to Tenant any telephone equipment, including wiring, within the Leased Premises or for providing telephone service or connections from the utility to the Leased Premises; and

(ii) Landlord makes no warranty as to the quality, continuity or availability of the telecommunications services in the Building, and Tenant hereby waives any claim against Landlord for any actual or consequential damages (including damages for loss of business) in the event Tenant’s telecommunications services in any way are interrupted, damaged or rendered less effective, except to the extent caused by the active gross negligence or willful misconduct of Landlord, its agents or employees. Tenant accepts the telephone equipment (including, without limitation, the INC, as defined below) in its “AS-IS” condition, and Tenant shall be solely responsible for contracting with a reliable third party vendor to assume responsibility for the maintenance and repair thereof (which contract shall contain provisions requiring such vendor to inspect the INC periodically (the frequency of such inspections to be determined by such vendor based on its experience and professional judgment), and requiring such vendor to meet local and federal requirements for telecommunications material and workmanship). Landlord shall not be liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal injury, property damage, loss of use of the Leased Premises, or otherwise, due to the interruption or failure of telephone services to the Leased Premises. Tenant hereby holds Landlord

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harmless and agrees to indemnify, protect and defend Landlord from and against any liability for any damage, loss or expense due to any failure or interruption of telephone service to the Leased Premises for any reason. Tenant agrees to obtain loss of rental insurance adequate to cover any damage, loss or expense occasioned by the interruption of telephone service.

(b) At such time as the entirety of the Leased Premise is no longer leased to Tenant, Landlord shall in its sole discretion have the right, by written notice to Tenant, to elect to assume limited responsibility for INC, as provided below, and upon such assumption of responsibility by Landlord, this subparagraph (b) shall apply prospectively.

(i) Landlord shall provide Tenant access to such quantity of pairs in the Building intra-building network cable (“INC”) as is determined to be available by Landlord in its reasonable discretion. Tenant’s access to the INC shall be solely by arrangements made by Tenant, as Tenant may elect, directly with Pacific Bell or Landlord (or such vendor as Landlord may designate), and Tenant shall pay all reasonable charges as may be imposed in connection therewith. Pacific Bell’s charges shall be deemed to be reasonable. Subject to the foregoing, Landlord shall have no responsibility for providing to Tenant any telephone equipment, including wiring, within the Leased Premises or for providing telephone service or connections from the utility to the Leased Premises, except as required by law.

(ii) Tenant shall not alter, modify, add to or disturb any telephone wiring in the Leased Premises or elsewhere in the Building without the Landlord’s prior written consent. Tenant shall be liable to Landlord for any damage to the telephone wiring in the Building due to the act, negligent or otherwise, of Tenant or any employee, contractor or other agent of Tenant. Tenant shall have no access to the telephone closets within the Building, except in the manner and under procedures established by Landlord. Tenant shall promptly notify Landlord of any actual or suspected failure of telephone service to the Leased Premises.

(iii) All costs incurred by Landlord for the installation, maintenance, repair and replacement of telephone wiring in the Building shall be a Property Maintenance Cost.

(iv) Landlord makes no warranty as to the quality, continuity or availability of the telecommunications services in the Building, and Tenant hereby waives any claim against Landlord for any actual or consequential damages (including damages for loss of business) in the event Tenant’s telecommunications services in any way are interrupted, damaged or rendered less effective, except to the extent caused by the active gross negligence or willful misconduct of Landlord, its agents or employees. Tenant acknowledges that Landlord meets its duty of care to Tenant with respect to the Building INC by contracting with a reliable third party vendor to assume responsibility for the maintenance and repair thereof (which contract shall contain provisions requiring such vendor to inspect the INC periodically (the frequency of such inspections to be determined by such vendor based on its experience and professional judgment), and requiring such vendor to meet local and federal requirements for telecommunications material and workmanship). Subject to the foregoing, Landlord shall not be liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal injury, property damage, loss of use of the Leased Premises, or otherwise, due to the interruption or failure of telephone services to the Leased Premises. Tenant hereby holds Landlord harmless and agrees to indemnify, protect and defend Landlord from and against any liability for any damage, loss or expense due to any failure or interruption of telephone service to the Leased Premises for any reason. Tenant agrees to obtain loss of rental insurance adequate to cover any damage, loss or expense occasioned by the interruption of telephone service.

41.

ARTICLE 17

RIGHT OF FIRST OFFER

17.1 So long as Switch and Data CA Nine LLC, a Delaware limited liability company, is the Tenant hereunder and occupies the entirety of the Leased Premises, and subject to the conditions set forth below, Tenant shall have a one-time right of first offer as described below (“ROFO”) to purchase the Property, subject to the following conditions:

(a) The ROFO shall in no event be applicable or effective if Landlord is marketing the Property for sale; and

(b) The ROFO shall apply and be effective only if (a) Landlord is not marketing the Property for sale, and (b) Landlord receives an unsolicited purchase offer from a third party in the same co-location business as Tenant, who is a competitor of Tenant’s, which offer Landlord is otherwise willing to accept (the “Acceptable Unsolicited Offer”); and

(c) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease, either at the time Landlord delivers the ROFO Notice (as defined below) to Tenant or during any ensuing negotiations, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the ROFO upon notice to Tenant.

17.2 Tenant’s sole rights pursuant to the ROFO shall be as follows:

(a) Prior to accepting the Acceptable Unsolicited Offer, Landlord shall deliver a written notice (the “ROFO Notice”) to Tenant notifying Tenant that Landlord has received the Acceptable Unsolicited Offer. Landlord shall not be required to disclose to Tenant any of the terms of the Acceptable Unsolicited Offer.

(b) Upon receipt of the ROFO Notice, Tenant shall have seventy-two (72) hours to deliver Tenant’s written offer to Landlord to purchase the Property (the “ROFO Offer”).

(c) Failure by Tenant to deliver the ROFO Offer to Landlord on or prior to the end of such 72-hour period, or delivery of a notice stating that Tenant does not desire to make an offer to purchase the Property, shall constitute a waiver (“Waiver”). Upon rejection of Tenant’s offer or Waiver, Landlord shall be free to convey the Property or any portion thereof, free of all restrictions contained herein, and the ROFO shall terminate and be of no further force and effect and shall not bind the Property in any way. In such event, if Landlord so requests at any time, Tenant shall execute and deliver to Landlord a document in recordable form quitclaiming Tenant’s rights under this Article 17.

42.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the respective dates below set forth with the intent to be legally bound thereby as of the Effective Date of this Lease first above set forth.

		LANDLORD:
		529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company
		By:	529 Bryant Street Corporation, a
			Delaware corporation
Dated:	[Blank]		By:	/s/ Richard Holmstrom
				Richard J. Holmstrom, Vice President
		TENANT:
		SWITCH AND DATA CA NINE LLC, a Delaware limited liability company
Dated:	Feb. 7, 2005	By:	/s/ Keith Olsen
		Title:	Authorized Representative
Dated:	Feb. 7, 2005	By:	/s/ George Pollock, Jr.
		Title:	Authorized Representative

43.

EXHIBIT A

SITE PLAN

[DEPICTION OF SITE PLAN]

EXHIBIT B

WORK LETTER

THIS TENANT WORK LETTER (“Work Letter”) sets forth the agreement of Landlord and Tenant with respect to the improvements to be constructed in the Leased Premises, as defined in the Lease to which this Work Letter is attached as an exhibit. In the event of any inconsistency between the terms of this Work Letter and the terms of the Lease, the terms of the Lease shall control. All defined terms used herein shall have the meanings set forth in the Lease, unless otherwise defined in this Work Letter.

1. Improvement Work. Tenant shall construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and occupancy of the entirety of the Leased Premises (the “Improvement Work”). Tenant shall complete construction of the Improvement Work for the entirety of the Leased Premises no later than                     , 200  , subject to delays caused by Force Majeure. Tenant shall also be responsible for the cost of any alterations to the Building required as a result of the Improvement Work. The Improvement Work shall be in conformity with drawings and specifications submitted to and approved by Landlord and shall be performed in accordance with the following provisions:

(a) Tenant shall prepare and submit to Landlord for its approval two sets of fully dimensioned scale drawings (suitable for submission with a building permit application) for the Improvement Work (including plans, elevations, critical sections and details) and a specification of Tenant’s utility requirements. Tenant shall cause all drawings and specifications for the Improvement Work to be prepared by licensed architects and where appropriate, mechanical, electrical and structural engineers.

(b) Within 10 days after receipt of Tenant’s drawings Landlord shall return one set of prints thereof with Landlord’s approval and/or suggested modifications noted thereon. If Landlord has approved Tenant’s drawings subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised drawings for further consideration by Landlord. If Landlord has suggested modifications without approving Tenant’s drawings Tenant shall prepare and resubmit revised drawings within seven days for consideration by Landlord. All revised drawings shall be submitted, with changes highlighted, to Landlord within seven days following Landlord’s return to Tenant of the drawings originally submitted, and Landlord shall approve or disapprove such revised drawings within seven days following receipt of the same.

(c) Tenant shall obtain all building and other permits necessary in connection with the Improvement Work prior to the commencement of such work, and in any event no later than                     , 200  . The Improvement Work shall (i) be constructed in compliance with all of the terms and conditions of the Lease and with all applicable laws and regulations, (ii) not involve changes to structural components of the Building nor involve any floor, roof, or wall penetrations unless approved by Landlord, and (iii) not require any material modifications of the Building’s mechanical or electrical systems unless approved by Landlord.

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(d) Tenant may in its sole discretion competitively bid the Improvement Work with qualified general contractors reasonably approved by Landlord, and then select the successful bidder to be the general contractor for the Improvement Work. Landlord will not charge a construction management fee, supervision fee, or plan review fee, except as it relates to supervision and/or monitoring of any specialized aspects of the Improvement Work. Landlord will not specify subcontractors except, if Landlord so chooses, it may specify engineers for the mechanical, electrical, and plumbing aspects of the Improvement Work, which engineers may, at Tenant’s option, be subject to a competitive bidding process. If Landlord in its sole discretion requires any payment or performance bonds in connection with the Improvement Work, Landlord shall pay the cost of such bonds. Prior to commencing construction, Tenant shall deliver to Landlord the following:

(i) The address of Tenant’s general contractor (who shall be subject to Landlord’s reasonable approval in writing), and the names of the primary subcontractors Tenant’s contractor intends to engage for the construction of the Premises.

(ii) The actual commencement date of construction and the estimated date of completion of the work, including fixturization.

(iii) Evidence of insurance as called for hereinbelow.

(iv) An executed copy of the applicable building permit for such work.

(e) After final approval of Tenant’s drawings by Landlord, Tenant shall proceed promptly to commence performance of the Improvement Work. Tenant’s contractors and subcontractors shall be acceptable to and approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed, and shall, at Landlord’s option, be subject to administrative supervision by Landlord in their use of the Building. Tenant shall furnish to Landlord a copy of the executed contract between Tenant and Tenant’s general contractor covering all of Tenant’s obligations under this Work Letter. Tenant shall use commercially reasonable efforts to cause such work to be performed in as efficient a manner as is commercially reasonable. Tenant shall reimburse Landlord on demand for the cost of repairing any damage to the Building caused by Tenant or its contractors during performance of the Improvement Work. Tenant’s contractors shall conduct their work and employ labor in such manner as to maintain harmonious labor relations. Tenant’s general contractor (“Contractor”) shall obtain a builder’s risk policy of insurance in an amount and form and issued by a carrier reasonably satisfactory to Landlord, and Tenant’s general contractor and subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancellable without at least 30 days’ prior written notice to Landlord.

(f) Any changes in the Improvement Work from the final drawings approved by Landlord shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Any deviation in construction from the design specifications and criteria set forth herein or from Tenant’s plans and specifications as approved by Landlord shall constitute a default for which Landlord may, within ten (10) days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) day period, or, if the cure reasonably requires more than ten (10) days, unless such default is cured as soon as reasonably practicable but in no event later than thirty (30) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Improvement Work, except with the written consent of Landlord.

(g) During the construction of the Improvement Work, Tenant shall provide and pay for temporary connections for all utilities brought to the Building. Trash removal will be done continually at

2.

Tenant’s sole cost and expense. No trash, or other debris, or other waste may be deposited at any time outside the Building. If so, Landlord may remove it at Tenant’s expense, which expense shall equal the cost of removal plus twenty-five percent (25%) of such costs as a management fee.

(h) Storage of Tenant’s contractors’ construction materials, tools and equipment shall be confined within the Building, and in no event shall any materials or debris be stored outside of the Building.

(i) Tenant acknowledges that it has engaged its architect(s) and shall be solely responsible for the actions and omissions of its architect(s) and for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the acts or omissions of its architects or for delays caused by its architects. Tenant’s architect(s) shall be subject to Landlord’s reasonable approval in writing. Landlord’s approval of any of Tenant’s architects or engineers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects or engineers. Tenant shall indemnify and hold harmless Landlord against any and all losses, costs, damages, claims and liabilities arising from the actions or omissions of Tenant’s architects and engineers.

(j) Landlord shall have the right to post in a conspicuous location on the Building or the Premises, as well as record with the County of Santa Clara, a Notice of Nonresponsibility.

(k) Without limiting the generality of the foregoing, any work to be performed outside of the Building shall be coordinated with Landlord, and shall be subject to reasonable scheduling requirements of Landlord.

(l) Tenant shall, upon completion of its work, submit to Landlord two (2) complete sets of plans (one (1) reproducible) and specifications covering all of the Improvement Work, including architectural, electrical, and plumbing, as built.

2. Payment of Costs of the Improvement Work.

(a) Unless specified otherwise herein, Tenant shall bear and pay the cost of the Improvement Work (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, and the Contractor’s fees), provided that so long as Tenant in not in default under the Lease, Landlord shall contribute a maximum of $453,190 (the “Improvement Allowance”). The Improvement Allowance may be utilized for (i) construction and demolition of interior improvements, (ii) telecommunications equipment and installation, (iii) Building signage, manufacture and installation, and (iv) other specialty trade fixtures. Tenant shall bear and pay the cost of the Improvement Work (including but not limited to all of the foregoing fees and costs) in excess of the Improvement Allowance, if any. The cost of the Improvement Work shall exclude the cost of furniture, fixtures and inventory. Based upon applications for payment prepared, certified and submitted by Tenant, Landlord shall make progress payments from the Improvement Allowance to Tenant in accordance with the provisions of this paragraph 2.

(b) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Improvement Work allocable to labor, materials and equipment incorporated in the Building during the period from the first day of the same month projected through the last day of the month; provided, however, in no event shall any such application for payment be for an amount less than $10,000, unless such application for payment is the final such application. Each application for payment shall set forth such information and shall be

3.

accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following:

(i) Invoices and canceled checks.

(ii) Fully executed conditional lien releases in the form prescribed by law from the Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period.

(iii) Contractor’s worksheets showing percentages of completion.

(iv) Contractor’s certification as follows:

“There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.”

(c) Tenant shall submit with each application for payment all documents necessary to effect and perfect the transfer of title to the materials or equipment for which application for payment is made.

4.

(d) On or before the 15th day of the month following submission of the application for payment, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the the amount of the Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Improvement Work for the entire Leased Premises, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Improvement Allowance on account of such Improvement Work, all billings shall be paid entirely by Tenant. If upon completion of the Improvement Work and payment in full to the Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Improvement Work up to the amount by which the Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Improvement Allowance to the extent it exceeds the total cost of the Improvement Work. In no event shall Landlord have any responsibility for the cost of the Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Contractor in connection with the Improvement Work have, in fact, been paid.

3. Evidence of Completion of Improvement Work. Upon the completion of the Improvement Work, Tenant shall:

(a) Submit to Landlord a detailed breakdown of Tenant’s final and total construction costs, together with receipted evidence showing payment thereof, including without limitation unconditional lien releases, satisfactory to Landlord.

(b) Submit to Landlord all evidence reasonably available from governmental authorities showing compliance with any and all other laws, orders and regulations of any and all governmental authorities having jurisdiction over the Building, including, without limitation, authorization for physical occupancy of the Building.

(c) Submit to Landlord the as-built plans and specifications referred to above.

4. Assignment of Rights Against Architect and Contractor. Tenant hereby assigns to Landlord on a non-exclusive basis any and all rights Tenant may have against Tenant’s architects and contractors relating to the Improvement Work, without in any way obligating Landlord to pursue or prosecute such rights.

5.

ARCHITECT’S CONSENT

The undersigned,                     , is the architect retained by                              in connection with the Improvement Work. The undersigned hereby consents to the assignment effected by paragraph 4 above.

CONTRACTOR’S CONSENT

The undersigned,                             , is the general contractor retained by                              in connection with the Improvement Work. The undersigned hereby consents to the assignment effected by paragraph 4 above.

6.

EXHIBIT C

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT PROVISIONS

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

Kilpatrick Stockton LLP

1100 Peachtree Street

Suite 2800

Atlanta, GA 30309

Attn: Tia Cottey, Esq.

(Space above this line for Recorder’s use)

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) made as of the          day of January, 2005, by and among 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company (“Landlord”), and LA SALLE NATIONAL BANK, AS TRUSTEE FOR THE REGISTERED HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST PASS-THROUGH CERTIFICATES, SERIES 2001-C2 (“Lender”), and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company (“Tenant”).

WITNESSETH:

WHEREAS, Lender has made a loan (the “Loan”) to Landlord;

WHEREAS, the Loan is evidenced by a deed of trust note (the “Note”) made by Landlord to order of Lender and is secured by, among other things, a deed of trust, assignment of leases and rents and security agreement (the “Deed of Trust”) made by Landlord to Lender covering the land (the “Land”) described on Exhibit A attached hereto and all improvements (the “Improvements”) now or hereafter located on the land (the Land and the Improvements hereinafter collectively referred to as the “Property”); and

WHEREAS, by a lease dated as of January         , 2005 (which lease, as the same may have been amended and supplemented, is hereinafter called the “Lease”), Landlord leased to Tenant approximately 45,319square feet of space located in the Improvements (the “Premises”); and

WHEREAS, the parties hereto desire to make the Lease subject and subordinate to the Deed of Trust.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

5. The Lease, as the same may hereafter be modified, amended or extended, and all of Tenant’s right, title and interest in and to the Premises and all rights, remedies and options of Tenant under the Lease, are and shall be unconditionally subject and subordinate to the Deed of Trust and the lien thereof,

to all the terms, conditions and provisions of the Deed of Trust, to each and every advance made or hereafter made under the Deed of Trust, and to all renewals, modifications, consolidations, replacements, substitutions and extensions of the Deed of Trust; provided, however, and Lender agrees, that so long as (A) no event has occurred and no condition exists, which would entitle Landlord to terminate the Lease or would cause, without further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant from the Premises, (B) the term of the Lease has commenced and Tenant is in possession of the Premises, (C) the Lease shall be in full force and effect and shall not have been otherwise modified or supplemented in any way without Lender’s prior written consent, (D) Tenant attorns to Lender, which attornment is hereby acknowledged by Tenant as effective and self-operative, without the execution of any other instruments, and (E) neither Lender nor its successors or assigns shall be liable under any warranty of construction contained in the Lease or any implied warranty of construction; then, and in such event Tenant’s leasehold estate under the Lease shall not be terminated, Tenant’s possession of the Premises shall not be disturbed by Lender and Lender will accept the attornment of Tenant and will hereby recognize the Lease and Tenant’s rights under this Lease.

6. Notwithstanding anything to the contrary contained in the Lease, Tenant hereby agrees that in the event of any act, omission or default by Landlord or Landlord’s agents, employees, contractors, licensees or invitees which would give Tenant the right, either immediately or after the lapse of a period of time, to terminate the Lease, or to claim a partial or total eviction, or to reduce the rent payable thereunder or credit or offset any amounts against future rents payable thereunder, Tenant will not exercise any such right (i) until it has given written notice of such act, omission or default to Lender by delivering notice of such act, omission or default, in accordance with this Agreement, and (ii) until a period of not less than forty-five (45) days for remedying such act, omission or default shall have elapsed following the giving of such notice. Notwithstanding the foregoing, in the case of any default of Landlord which cannot be cured within such forty-five (45) day period, if Lender shall within such period proceed promptly to cure the same (including such time as may be necessary to acquire possession of the Premises if possession is necessary to effect such cure) and thereafter shall prosecute the curing of such default with diligence, then the time within which such default may be cured by Lender shall be extended for such period as may be necessary to complete the curing of the same with diligence. Lender’s cure of Landlord’s default shall not be considered an assumption by Lender of Landlord’s other obligations under the Lease. Unless Lender otherwise agrees in writing, Landlord, while it remains the landlord under the Lease, shall remain solely liable to perform Landlord’s obligations under the Lease (but only to the extent required by and subject to the limitation included with the Lease), both before and after Lender’s exercise of any right or remedy under this Agreement. If Lender or any successor or assign becomes obligated to perform as Landlord under the Lease, such person or entity will be released from those obligations when such person or entity assigns, sells or otherwise transfers its interest in the Premises or the Property.

7. If Lender succeeds to the interest of Landlord or any successor to Landlord (such event, whether a foreclosure, deed-in-lieu of foreclosure or other acquisition, being referred to herein as a “Foreclosure”), in no event shall Lender (i) have any liability for any act or omission of any prior landlord under the Lease which occurs prior to the date Lender succeeds to the rights of Landlord under the Lease, nor any liability for claims, offsets or defenses which Tenant might have had against Landlord, (ii) be obligated to complete or permit the construction of any improvements under the Lease, except for any obligation arising after Foreclosure and only for any construction or expenditure that a real estate mortgage investment conduit is allowed to make under Section 856(e)(4)(B) of the Internal Revenue Code of 1986, as amended and/or supplemented from time to time, and regulations and rulings thereunder, (iii) bound by any rents paid more than one month in advance to any prior owner, (iv) liable for any security deposit not paid over to Lender by Landlord, or (v) bound by any modification, amendment, extension or cancellation of the Lease not consented to in writing by Lender; and further provided, that nothing herein shall negate the right of Lender after a Foreclosure to exercise the rights and remedies, including termination of the Lease, of Landlord under the Lease upon the occurrence of an event of default by Tenant under the Lease in accordance therewith. As to any event of default by Tenant

2.

under the Lease existing at the time of Foreclosure, such Foreclosure shall not operate to waive or abate any action initiated by Landlord under the Lease to terminate the same on account of such event of default. In no event shall Lender have any personal liability as successor to Landlord and Tenant shall look only to the estate and property of Lender in the Land and the Improvements for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by Lender as Landlord under the Lease, and no other property or assets of Lender shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease. Tenant agrees that Lender, as holder of the Deed of Trust, and as Landlord under the Lease if it succeeds to that position, shall in no event have any liability for the performance or completion of any initial work or installations or for any loan or contribution or rent concession towards initial work, which are required to be made by Landlord (A) under the Lease or under any related Lease documents or (B) for any space which may hereafter become part of said Premises, and any such requirement shall be inoperative in the event Lender succeeds to the position of Landlord prior to the completion or performance thereof. Tenant further agrees with Lender that Tenant will not voluntarily subordinate the Lease to any lien or encumbrance without Lender’s prior written consent. Landlord recognizes and acknowledges the prohibition on Tenant’s subordination of the Lease as set forth in the immediately preceding sentence and shall not enforce against the Tenant the subordination obligations under the Lease in any manner that is inconsistent with such prohibition.

8. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute and be construed as one and the same instrument. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of California.

9. All notices to be given under this Agreement shall be in writing and shall be deemed served upon receipt by the addressee if served personally or, if mailed, upon the first to occur of receipt or the refusal of delivery as shown on a return receipt, after deposit in the United States Postal Service certified mail, postage prepaid, addressed to the address of Landlord, Tenant or Lender appearing below, or, if sent by overnight courier, when delivered by or refused upon attempted delivery by the courier service, or, if sent by facsimile transmission, on the date delivered as indicated on a facsimile transmittal confirmation sheet, provided that notice is simultaneously served personally or sent via overnight courier. Such addresses may be changed by notice given in the same manner. If any party consists of multiple individuals or entities, then notice to any one of same shall be deemed notice to such party.

Lender’s Address:

c/o Wachovia Securities

Structured Products Servicing, NC 1075

8739 Research Drive - URP4

Charlotte, NC 28288-1075

(Loan number 13-0000234)

With a Copy To:

Kilpatrick Stockton LLP

1100 Peachtree Street

Suite 2800

Atlanta, GA 30309

Attn: Tia Cottey, Esq.

3.

Tenant’s Address:

Switch & Data CA Nine, LLC

1715 Westshore Boulevard

Suite 650

Tampa, Florida 33607

Attention: Legal Department

Landlord’s Address:

529 Bryant Street Partners LLC

c/o Menlo Equities

490 California Avenue

Fourth Floor

Palo Alto, CA 94306

Attn: Richard J. Holmstrom/Henry D. Bullock

With a Copy To:

Cooley Godward LLP

One Maritime Plaza

20^th Floor

San Francisco, CA 94111

Attn: Paul Churchill

10. This Agreement shall apply to, bind and inure to the benefit of the parties hereto and their respective successors and assigns. As used herein “Lender” shall include any subsequent holder of the Deed of Trust.

11. Tenant acknowledges that Landlord has assigned to Lender its right, title and interest in the Lease and to the rents, issues and profits of the Property and the Property pursuant to the Deed of Trust, and that Landlord has been granted the license to collect such rents provided no Event of Default has occurred under, and as defined in, the Deed of Trust. Tenant agrees to pay all rents and other amounts due under the Lease directly to Lender upon receipt of written demand by Lender, and Landlord hereby consents thereto. The assignment of the Lease to Lender, or the collection of rents by Lender pursuant to such assignment, shall not obligate Lender to perform Landlord’s obligations under the Lease.

[No Further Text On This Page]

4.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SWITCH AND DATA CA NINE LLC,
a Delaware limited liability company,
By:
Name:
Title:
By:
Name:
Title:
529 BRYANT STREET PARTNERS LLC,     a Delaware limited liability company
By:	529 Bryant Street Corporation,
	a Delaware corporation
	its Manager
By:
	Henry D. Bullock, President
LA SALLE NATIONAL BANK, AS TRUSTEE FOR THE REGISTERED HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST PASS-THROUGH CERTIFICATES, SERIES 2001-C2
By:	Allied Capital Corporation, Special Servicer
	By:
	Name:
	Title:

5.

EXHIBIT D

FORM OF ESTOPPEL CERTIFICATE

January     , 2005

529 Bryant Street Partners LLC

490 California Avenue, 4^th Floor

Palo Alto, California 94306

La Salle National Bank, as Trustee

c/o Wachovia Securities

        Structured Products Servicing, NC 1075

        8739 Research Drive - URP4

        Charlotte, NC 28288-1075

(Loan number 13-0000234)

Re 529 Bryant Street

Palo Alto, California

Ladies and Gentlemen:

Reference is made to that certain Lease, dated as of January         , 2005, by and between 529 BRYANT STREET PARTNERS LLC, a California limited liability company (“Landlord”), and the undersigned (the “Lease”). A copy of the Lease is attached hereto as Exhibit A. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease.

At the request of Landlord in connection with entering into the Lease, the undersigned hereby certifies to Landlord and to LA SALLE NATIONAL BANK, AS TRUSTEE FOR THE REGISTERED HOLDERS OF LB-UBS COMMERCIAL MORTGAGE TRUST PASS-THROUGH CERTIFICATES, SERIES 2001-C2 (“Lender”) and each of your respective successors and assigns as follows:

1. The undersigned is the tenant under the Lease.

2. The Lease is in full force and effect and has not been amended, modified, supplemented or superseded except as indicated in Exhibit A.

3. Landlord has delivered the Leased Premises to Tenant as required by and pursuant to Section 2.4 of the Lease, and the termination right of Tenant described in Section 2.4 of the Lease has expired and is void and of no force or effect. There is no defense, offset, claim or counterclaim by or in favor of the undersigned against Landlord under the Lease or against the obligations of the undersigned under the Lease. The undersigned has no renewal, extension or expansion option, no right of first offer or right of first refusal and no other similar right to renew or extend the term of the Lease or expand the property demised thereunder except as may be expressly set forth in the Lease.

4. The undersigned is not aware of any default now existing of the undersigned or of Landlord under the Lease, nor of any event which with notice or the passage of time or both would constitute a default of the undersigned or of Landlord under the Lease.

5. The undersigned has not received notice of a prior transfer, assignment, hypothecation or pledge by Landlord of any of Landlord’s interest in the Lease, except in connection with the financing provided by Lender.

6. The Base Monthly Rent due under the Lease is currently $                    , which has been paid through                     , 2005, and all additional rent due and payable under the Lease has been paid through                     , 2005.

7. The term of the Lease commenced on                     , and expires on                 , unless sooner terminated pursuant to the provisions of the Lease. There was and is no work to be performed by for the undersigned’s initial occupancy of the demised property.

8. The undersigned has deposited the sum of $0 with Landlord as security for the performance of its obligations as tenant under the Lease, and no portion of such deposit has been applied by Landlord to any obligation under the Lease.

9. There is no free rent period pending, nor is Tenant entitled to any Landlord’s contribution.

The above certifications are made to Landlord and Lender knowing that Landlord and Lender will rely thereon in accepting an assignment of the Lease.

,

Very truly yours

TENANT:

SWITCH AND DATA CA NINE LLC,

a Delaware limited liability company

By:

Title:

By:

Title:

GUARANTOR RATIFICATION:

The undersigned (“Guarantor”) has guaranteed the foregoing Lease pursant to that certain Guaranty of Lease dated January     , 2005 (“Guaranty”). In connection with the foregoing estoppel certificate, Guarantor hereby certifies to Landlord and Lender that all of the terms, covenants, conditions and warranties contained in the Guaranty are hereby ratified, confirmed and held to be in full force and effect.

SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

2.

SCHEDULE 1

LANDLORD REPAIRS

3.

TABLE OF CONTENTS

		PAGE
ARTICLE 1 REFERENCE		1
1.1	References	1
ARTICLE 2 LEASED PREMISES, TERM AND POSSESSION		4
2.1	Demise Of Leased Premises	4
2.2	Right To Use Outside Areas	4
2.3	Lease Commencement Date And Lease Term	4
2.4	Delivery Of Possession	4
2.5	Performance of Improvement Work	5
2.6	Surrender Of Possession	5
ARTICLE 3 RENT, LATE CHARGES AND SECURITY DEPOSITS		5
3.1	Base Monthly Rent	5
3.2	Additional Rent	5
3.3	Year-End Adjustments	6
3.4	Late Charge, And Interest On Rent In Default.	7
3.5	Payment Of Rent	7
3.6	Prepaid Rent	7
3.7	Security Deposit	7
ARTICLE 4 USE OF LEASED PREMISES AND OUTSIDE AREA		8
4.1	Permitted Use	8
4.2	General Limitations On Use	8
4.3	Noise And Emissions	9
4.4	Trash Disposal	9
4.5	Parking	9
4.6	Signs	9
4.7	Compliance With Laws And Restrictions	9
4.8	Compliance With Insurance Requirements	10
4.9	Landlord’s Right To Enter	10
4.10	Use Of Outside Areas	10
4.11	Environmental Protection	10
4.12	Rules And Regulations	13
4.13	Reservations	13
4.14	Roof	13
ARTICLE 5 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES		14

i.

TABLE OF CONTENTS

(CONTINUED)

		PAGE
5.1	Repair And Maintenance	14
5.2	Utilities	14
5.3	Security	15
5.4	Energy And Resource Consumption	15
5.5	Limitation Of Landlord’s Liability	15
ARTICLE 6 ALTERATIONS AND IMPROVEMENTS		15
6.1	By Tenant	15
6.2	Ownership Of Improvements	16
6.3	Alterations Required By Law	16
6.4	Liens	17
ARTICLE 7 ASSIGNMENT AND SUBLETTING BY TENANT		17
7.1	By Tenant	17
7.2	Merger, Reorganization, or Sale of Assets	18
7.3	Landlord’s Election	19
7.4	Conditions To Landlord’s Consent	19
7.5	Assignment Consideration And Excess Rentals Defined	20
7.6	Payments	21
7.7	Good Faith	21
7.8	Effect Of Landlord’s Consent	21
7.9	Co-Location Use	21
ARTICLE 8 LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY		22
8.1	Limitation On Landlord’s Liability And Release	22
8.2	Tenant’s Indemnification Of Landlord	22
ARTICLE 9 INSURANCE		23
9.1	Tenant’s Insurance	23
9.2	Landlord’s Insurance	24
9.3	Mutual Waiver Of Subrogation	25
ARTICLE 10 DAMAGE TO LEASED PREMISES		25
10.1	Landlord’s Duty To Restore	25
10.2	Insurance Proceeds	25
10.3	Tenant’s Waiver	26
10.4	No Abatement Of Rent	26

ii.

TABLE OF CONTENTS

(CONTINUED)

		PAGE
ARTICLE 11 CONDEMNATION		26
11.1	Tenant’s Right To Terminate	26
11.2	Landlord’s Right To Terminate	26
11.3	Restoration	26
11.4	Temporary Taking	26
11.5	Division Of Condemnation Award	26
11.6	No Abatement Of Rent	27
11.7	Taking Defined	27
ARTICLE 12 DEFAULT AND REMEDIES		27
12.1	Events Of Tenant’s Default	27
12.2	Landlord’s Remedies	28
12.3	Landlord’s Default And Tenant’s Remedies	30
12.4	Limitation Of Tenant’s Recourse	30
12.5	Tenant’s Waiver	30
ARTICLE 13 GENERAL PROVISIONS		31
13.1	Taxes On Tenant’s Property	31
13.2	Holding Over	31
13.3	Subordination To Mortgages	31
13.4	Tenant’s Attornment Upon Foreclosure	32
13.5	Mortgagee Protection	32
13.6	Estoppel Certificate	32
13.7	Tenant’s Financial Information	33
13.8	Transfer By Landlord	33
13.9	Force Majeure	33
13.10	Notices	33
13.11	Attorneys’ Fees and Costs	34
13.12	Definitions	34
	(a) Real Property Taxes	34
	(b) Landlord’s Insurance Costs	35
	(c) Property Maintenance Costs	35
	(d) Property Operating Expenses	36
	(e) Law	36

iii.

TABLE OF CONTENTS

(CONTINUED)

		PAGE
	(f) Lender	36
	(g) Restrictions	36
	(h) Rent	36
13.13	General Waivers	36
13.14	Miscellaneous	36
ARTICLE 14 CORPORATE AUTHORITY BROKERS AND ENTIRE AGREEMENT		37
14.1	Corporate Authority	37
14.2	Brokerage Commissions	37
14.3	Entire Agreement	37
14.4	Landlord’s Representations	38
ARTICLE 15 OPTION TO EXTEND		38
ARTICLE 16 TELEPHONE SERVICE		40
ARTICLE 17 RIGHT OF FIRST OFFER		42

iv.

EX-10.17

EXHIBIT 10.17

AMENDMENT NO. 2 TO LEASE

This AMENDMENT No. 2 To LEASE (this “Agreement”) is dated as of this 31 day of January, 2005 (the “Effective Date), by and between 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company (“Landlord”), and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company (“Tenant”). SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (“Guarantor”), by its execution of this Agreement, consents to this Agreement and reaffirms and ratifies its obligations under that certain Guaranty in favor of Landlord entered into on or about January 31, 2005, and agrees that, without limitation, Guarantor’s obligations under the Guaranty apply to the Lease as amended by this Agreement.

RECITALS

A. Tenant’s predecessor-in-interest and Landlord’s predecessor-in-interest entered into that certain Office Building Lease Agreement dated June 21, 1999, as amended by that certain Amendment and Acknowledgement dated August 16, 1999 (collectively with any other amendments thereto or modifications thereof prior to the date of this Agreement, the “Original Lease”), for premises of approximately 19,000 rentable square feet (the “Original Leased Premises”) with a street address of 529 Bryant Street, Palo Alto, California (the “Building”), all as more particularly described in the Lease;

B. Switch & Data Facilities Company, Inc., a Delaware corporation with its principal place of business at 1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607 (“Switch and Data”), has guaranteed Tenant’s obligations under the Lease;

C. Landlord and Tenant have entered into that certain Lease dated as of January 31, 2005 (the “New Lease”), for the entirety of the space within the Building (the “New Leased Premises”), all as more particularly described in the New Lease; and

D. Pursuant to Paragraph 2.4 of the New Lease, Tenant may have a right to terminate the New Lease (the “Termination Right”) if the New Leased Premises are not delivered to Tenant by the date set forth in such Paragraph 2.4;

E. It is the intent of Landlord and Tenant that if the Tenant properly and timely exercises the Termination Right, then the New Lease will be terminated and the Original Lease will remain in full force and effect pursuant to its terms, except as modified pursuant to Section 2 below;

F. It is also the intent of Landlord and Tenant that if the Landlord timely delivers the New Leased Premises within the time period provided in Paragraph 2.4 of the New Lease, or if Tenant fails to properly and timely exercise the Termination Right, then the term of the Original Lease will expire as provided herein and the New Lease will remain in full force and effect pursuant to its terms;

G. Landlord and Tenant desire to amend the Lease according to the terms and conditions set forth herein. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Lease.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Expiration Date of Lease. Effective as of the Adjustment Date (as defined below), the definition of “Expiration Date” set forth in Paragraph 2.1 of the Original Lease shall automatically be amended in its entirety to mean the date on which Landlord delivers the New Leased Premises pursuant to the New Lease. As used herein, the term “Adjustment Date” means the date on which the earlier of the following events occurs: (a) 12:01 a.m. on the eleventh day after the end of the “delivery grace period” as defined in Paragraph 2.4 of the New Lease, unless Tenant has theretofore properly exercised the Termination Right under the New Lease, or (b) the Landlord has delivered the New Leased Premises pursuant to Paragraph 2.4 of the New Lease.

2. Elimination of Parking Spaces. Tenant acknowledges and agrees that Landlord is or will be terminating Landlord’s sublease with respect to the parking spaces at the public garage located on Cowper Street in downtown Palo Alto (“Garage”). In connection therewith, Tenant further agrees that, without reduction of the rent or any other monetary or non-monetary concession, the Original Lease shall be amended to eliminate as of the Effective Date any obligation of Landlord to lease to Tenant the fifteen (15) parking spaces in the Garage (or any other parking spaces), including, without limitation, as set forth in Sections 1.1 (b) and 2.2 of the Original Lease.

3. Amendment Void in Certain Circumstances. In the event that Tenant properly and timely exercises the Termination Right pursuant to Paragraph 2.4 of the New Lease, then the Adjustment Date will not occur and this Agreement shall be void and of no further force or effect, except with respect to the provisions of Section 2 above.

4. Ratification. The Lease, as amended by this Agreement, is hereby ratified by Landlord, Tenant, and Guarantor, and Landlord, Tenant, and Guarantor hereby agree that the Lease, as so amended, shall continue in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date first written above.

LANDLORD:

529 BRYANT STREET PARTNERS LLC,

a Delaware limited liability company

By:	529 Bryant Street Corporation, a Delaware corporation
	By:	/s/ Richard J. Holmstrom
		Richard J. Holmstrom, Vice President

TENANT:

SWITCH AND DATA CA NINE LLC,

a Delaware limited liability company

By:	/s/ Keith Olsen
Title:	AUTHORIZED REPRESENTATIVE
By:	/s/ George Pollock, Jr.
Title:	AUTHORIZED REPRESENTATIVE

GUARANTOR:

SWITCH & DATA FACILITIES COMPANY, INC.

a Delaware corporation

By:	/s/ Keith Olsen
Its:	President
By:	/s/ George Pollock, Jr.
Its:	Chief Financial Officer

2

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF SWITCH & DATA FACILITIES COMPANY, INC.

No.	Name of Subsidiary	Jurisdiction of Organization
1.	Switch & Data Holdings, Inc.	Delaware
2.	Switch and Data Enterprises, Inc.	Delaware
3.	Switch & Data Facilities Company LLC	Delaware
4.	Switch and Data Operating Company LLC	Delaware
5.	Switch and Data Management Company LLC	Delaware
6.	Switch and Data Toronto, Ltd.	Ontario
7.	Switch & Data AZ One LLC	Delaware
8.	Switch & Data CA One LLC	Delaware
9.	Switch & Data CA Two LLC	Delaware
10.	Switch and Data CA Nine LLC	Delaware
11.	Switch & Data CO One LLC	Delaware
12.	Switch and Data Communications, LLC	Texas
13.	Switch & Data FL One LLC	Delaware
14.	Switch & Data FL Two LLC	Delaware
15.	Switch & Data FL Four LLC	Delaware
16.	Switch and Data FL Seven LLC	Texas
17.	Switch & Data GA One LLC	Delaware
18.	Switch and Data GA Three LLC	Delaware
19.	Switch & Data IL One LLC	Delaware
20.	Switch and Data IL Four LLC	Delaware
21.	Switch and Data IL Five LLC	Texas
22.	Switch & Data IN One LLC	Delaware
23.	Switch & Data LA One LLC	Delaware
24.	Switch & Data MA One LLC	Delaware
25.	Switch & Data MI One LLC	Delaware
26.	Switch & Data MO One LLC	Delaware
27.	Switch & Data MO Two LLC	Delaware
28.	Switch & Data NY One LLC	Delaware
29.	Switch and Data NY Four LLC	Delaware
30.	Switch and Data NY Five LLC	Delaware
31.	Switch & Data/NY Facilities Company LLC	Delaware
32.	Switch & Data OH One LLC	Delaware
33.	Switch & Data PA Two LLC	Delaware
34.	Switch and Data PA Three LLC	Delaware
35.	Switch and Data PA Four LLC	Delaware
36.	Switch & Data TN Two LLC	Delaware
37.	Switch & Data TX One LLC	Delaware
38.	Switch and Data TX Five LP	Delaware
39.	Switch and Data TX Six LLC	Texas
40.	Switch and Data Dallas Holdings I LLC	Delaware
41.	Switch and Data Dallas Holdings II LLC	Delaware
42.	Switch & Data VA One LLC	Delaware
43.	Switch & Data VA Two LLC	Delaware
44.	Switch and Data VA Four LLC	Delaware
45.	Switch & Data WA One LLC	Delaware
46.	Switch and Data WA Three LLC	Delaware
47.	SDOC Acquisition, Inc.	Delaware

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC

ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated May 1, 2006, except for the restatement described in Note 2 and the presentation of loss per share in Note 9 as to which the date is September 25, 2006, relating to the financial statements and financial statement schedule of Switch & Data Facilities Company, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Tampa, Florida

September 26, 2006

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC

ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated September 25, 2006 relating to the financial statement of Switch and Data, Inc. which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Tampa, Florida

September 26, 2006