AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Exhibit 10.28
AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Dated as of December 8, 2010
THIS AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is entered into between Digital Realty Trust, L.P. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and the other Purchasers party to the Note Agreement referred to below, on the other hand.
PRELIMINARY STATEMENTS:
(1) The Company, Digital Realty Trust, Inc. (the “Parent Guarantor”), the subsidiaries of the Company party thereto and the Purchasers from time to time party thereto have entered into a Note Purchase and Private Shelf Agreement, dated as of July 24, 2008, as amended by Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of June 30, 2010 (collectively, and as further amended, supplemented or otherwise modified from time to time, the “Note Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Note Agreement.
(2) The Company and the Required Holders have agreed to amend the Note Agreement on the terms and subject to the conditions hereinafter set forth.
SECTION 1. Amendment to Note Agreement. The Note Agreement is hereby amended to delete the term “$175,000,000” set forth in Section 1B and to replace such term with “$225,000,000”. The undersigned parties acknowledge that, after giving effect to this Amendment, the Available Facility Amount will be $50,000,000.
SECTION 2. Representations and Warranties. The Company hereby represents and warrants that the representations and warranties contained in each of the Transaction Documents are true and correct on and as of the Amendment Effective Date (defined below), before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case such representation and warranty is true and correct as of such earlier date).
SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied:
(a) The Purchasers shall have received (i) counterparts of this Amendment executed by the parties hereto, and (ii) the consent attached hereto (the “Consent”) executed by each of the Guarantors.
(b) The Company shall have paid to or as directed by PIM an amendment fee equal to $6,250 in immediately available funds.
(c) The representations and warranties set forth in each of the Transaction Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case such representation and warranty shall be true and correct as of such specific date).
(d) No event shall have occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default.
The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 18 of the Note Agreement.
SECTION 4. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Amendment, each reference in the Note Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Note Agreement, and each reference in each of the other Transaction Documents to the “Agreement”, “Note Agreement”, “thereunder”, “thereof” or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended by this Amendment.
(b) The Note Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any holder of a Note or PIM under any of the Transaction Documents, nor constitute a waiver of any provision of any of the Transaction Documents.
SECTION 5. Costs and Expenses. The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses of PIM in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for PIM) in accordance with the terms of Section 16 of the Note Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or email shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Balance of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| COMPANY: | ||||
| DIGITAL REALTY TRUST, L.P. | ||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||
| By /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | ||||
Signature Page
| PURCHASERS: | ||||
| PRUDENTIAL INVESTMENT MANAGEMENT, INC. | ||||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | ||||
| By: | Prudential Investment Management, Inc., as investment manager | |||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| UNITED OF OMAHA LIFE INSURANCE COMPANY | ||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
Signature Page
| PRUCO LIFE INSURANCE COMPANY | ||||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY | ||||
| By: | Prudential Investment Management, Inc., as investment manager | |||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY | ||||
| By: | Prudential Investment Management, Inc., as investment manager | |||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
| PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION | ||||
| By: | Prudential Investment Management, Inc., as investment manager | |||
| By | /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | |||
Signature Page
CONSENT
Each of the undersigned, as a Guarantor under the Note Agreement referred to in the foregoing Waiver, hereby consents to such Waiver and hereby confirms and agrees that notwithstanding the effectiveness of such Waiver, the Guaranty contained in the Note Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Waiver, each reference in the Transaction Documents to the “Agreement”, “Note Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Note Agreement, as amended or otherwise affected by such Waiver.
| GUARANTORS: | ||||
| DIGITAL REALTY TRUST, INC. | ||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||
| DIGITAL SERVICES, INC. | ||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||
| GLOBAL ASML, LLC | ||||||
| By: | its member | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| GLOBAL INNOVATION SUNSHINE HOLDINGS LLC | ||||||
| By: | its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| GLOBAL GOLD CAMP, LLC | ||||||||
| By: | GLOBAL GOLD CAMP HOLDING COMPANY, LLC, its member and manager | |||||||
| By: | its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| GLOBAL GOLD CAMP HOLDING COMPANY, LLC | ||||||
| By: | its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL 833 CHESTNUT, LLC | ||||||
| By: | its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL CONCORD CENTER, LLC | ||||||
| By: | its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL PRINTERS SQUARE, LLC | ||||||
| By: | its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| GLOBAL ▇▇▇▇ ▇▇, LLC | ||||||
| By: | its member and manager
| |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL GREENSPOINT, L.P. | ||||||||
| By: | DRT GREENSPOINT, LLC, its general partner and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DRT GREENSPOINT, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager
| |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL GREENSPOINT, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 113 ▇. ▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 125 ▇. ▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL TORONTO BUSINESS TRUST | ||||
| By /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | ||||
| DIGITAL AQUILA, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL CENTREPORT, L.P. | ||||||||||
| By: | DRT CENTREPORT, LLC, its general partner and manager | |||||||||
| By: | GLOBAL STANFORD PLACE II, LLC, its member and manager | |||||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||||
Signature Page
| DIGITAL PHOENIX VAN BUREN, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL WINTER, LLC | ||||||||
| By: | GLOBAL STANFORD PLACE II, LLC, its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL 89TH PLACE, LLC | ||||||||
| By: | GLOBAL STANFORD PLACE II, LLC, its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
Signature Page
| DIGITAL RESTON, LLC | ||||||
| By: | DIGITAL ABOVE, LLC, its sole member and manager | |||||
| By: | DIGITAL SERVICES, INC., its sole member and manager | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ABOVE, LLC | ||||||
| By: | DIGITAL SERVICES, INC., its sole member and manager | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL CHELSEA, LLC | ||||||
| By: | DIGITAL ABOVE, LLC, its sole member and manager | |||||
| By: | DIGITAL SERVICES, INC., its sole member and manager | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL VIENNA, LLC | ||||||
| By: | DIGITAL ABOVE, LLC, its sole member and manager | |||||
| By: | DIGITAL SERVICES, INC., its sole member and manager | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL WALTHAM, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL MIDWAY, L.P. | ||||||||
| By: | DIGITAL MIDWAY GP, LLC, its general partner and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL 21110 RIDGETOP, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 3011 LAFAYETTE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL ▇▇▇▇▇▇▇ ▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| GIP STOUGHTON, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ARIZONA RESEARCH PARK II, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| DIGITAL ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 900 WALNUT, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 210 ▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
Signature Page
| GLOBAL ▇▇▇▇▇ MEMBER, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| GLOBAL ▇▇▇▇▇ LIMITED PARTNER, LLC | ||||||||
| By: | GLOBAL ▇▇▇▇▇ MEMBER, LLC, its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| GLOBAL ▇▇▇▇▇ GENERAL PARTNER, LLC | ||||||||
| By: | GLOBAL ▇▇▇▇▇ MEMBER, LLC, its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
Signature Page
| DIGITAL NETWORK SERVICES, LLC | ||||||||
| By: | DIGITAL PHOENIX VAN BUREN, LLC, its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL SERVICES PHOENIX, LLC | ||||
| By: | DIGITAL SERVICES, INC., its sole member and manager | |||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||
| DIGITAL CONNECT, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 650 ▇▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL BUSINESS TRUST | ||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||
| DIGITAL 365 RANDOLPHVILLE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 717 ▇▇▇▇▇▇▇, ▇.▇. | ||||||||
| By: | DIGITAL 717 GP, LLC, its sole general partner | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL 717 GP, LLC, | ||||||
| By: | DIGITAL REALTY TRUST, L.P. its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 717 LP, LLC, | ||||||
| By: | DIGITAL REALTY TRUST, L.P. its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| GLOBAL STANFORD PLACE II, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| GLOBAL ▇▇▇▇▇ PROPERTY OWNER, L.P. | ||||||||||
| By: | GLOBAL ▇▇▇▇▇ GENERAL PARTNER, LLC, its manager | |||||||||
| By: | GLOBAL ▇▇▇▇▇ MEMBER, LLC, its member and manager | |||||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||||
| GLOBAL RIVERSIDE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL LAKESIDE, LLC | ||||||||
| By: | DIGITAL LAKESIDE HOLDINGS, LLC, its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL LOUDOUN II, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL-▇▇▇▇▇ STREET PARTNERSHIP, L.P. | ||||||||
| By: | DRT-▇▇▇▇▇ STREET, LLC, its sole general partner | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DRT-▇▇▇▇▇ STREET, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL-▇▇▇▇▇ STREET, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| 1525 ▇▇▇▇▇▇▇▇ PARTNERS, LLC | ||||||||
| By: | DIGITAL 1525 ▇▇▇▇▇▇▇▇, LLC, its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
| DIGITAL 444 TOYAMA, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 45845-45901 ▇▇▇▇▇ BOULEVARD, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 21561-21571 BEAUMEADE CIRCLE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL BEAUMEADE CIRCLE LAND, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 60 & 80 ▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 55 MIDDLESEX, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ GROUND LESSEE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 1725 ▇▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 720 2ND, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | _/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 2121 SOUTH PRICE, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL LAFAYETTE CHANTILLY, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 365 MAIN, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| 1500 SPACE PARK HOLDINGS, LLC | ||||||||||
| By: | 1500 SPACE PARK PARTNERS, LLC, its sole member and manager | |||||||||
| By: | DIGITAL 1500 SPACE PARK, LLC, its sole member and manager | |||||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||||
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| 1500 SPACE PARK PARTNERS, LLC | ||||||||
| By: | DIGITAL 1500 SPACE PARK, LLC, its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
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| DIGITAL 1500 SPACE PARK, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 1525 ▇▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| 1201 ▇▇▇▇▇▇▇▇ PARTNERS, LLC | ||||||||
| By: | DIGITAL 1201 ▇▇▇▇▇▇▇▇, LLC, its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||||
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| DIGITAL 1550 SPACE PARK, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL LAKESIDE HOLDINGS, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL ▇▇▇▇▇▇▇ TECHNOLOGY PARK INVESTOR, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DLR 700-750 CENTRAL, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DLR 800 CENTRAL, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
| DIGITAL 900 ▇▇▇▇▇▇▇, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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| DIGITAL 2950 ZANKER, LLC | ||||||
| By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||
| By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||
| By | /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer | |||||
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