Common use of Conditions to the Agent’s Obligations Clause in Contracts

Conditions to the Agent’s Obligations. The obligations of the Agent to purchase and pay for the Shares that the Company has instructed the Agent to sell hereunder and under any Terms Agreement, are subject to (i) the accuracy of the representations and warranties of the Company, the General Partner and the Operating Partnership contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may be, (ii) the performance in all material respects by the Company, the General Partner and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership contained in this Agreement that are qualified by materiality are true and correct as of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements and satisfied all of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the outside counsel for the Agent, dated such applicable date, covering such matters as the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreement. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations of the Agent to purchase and pay for the Shares that the Company has instructed the Agent to sell hereunder and under any Terms Agreement, are subject to (i) the accuracy of the representations and warranties of the Company, the General Partner and the Operating Partnership contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may be, (ii) the performance in all material respects by the Company, the General Partner and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership contained in this Agreement that are qualified by materiality are true and correct as of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements and satisfied all of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the outside counsel for the Agent, dated such applicable date, covering such matters as the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreement. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. For the avoidance of doubt, the obligations of the Company under this Section 5(i) shall be suspended during any Suspension Period. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law.[Intentionally Omitted] (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations obligation of the Agent to purchase consummate the transactions contemplated by this Agreement on the Initial Closing Date, including the obligation to execute and pay for deliver each of the Shares that Operative Agreements to which it is a party on the Company has instructed the Agent to sell hereunder and under any Terms AgreementInitial Closing Date, are is subject to (i) the accuracy and correctness on the Initial Closing Date of the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may beherein, (ii) the performance in all material respects by the Company, the General Partner accuracy and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares correctness on the terms and in the manner contemplated in the Time Initial Closing Date of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained in this any other Operative Agreement that are qualified or certificate delivered pursuant hereto or thereto, (iii) the performance by materiality are true the other parties hereto of their respective agreements contained herein and correct as in the other Operative Agreements, in each case to be performed by them on or prior to the Initial Closing Date, and (iv) the satisfaction, or waiver by the Agent, of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements following conditions on or prior to the Initial Closing Date: (a) Each of the Operative Agreements to be entered into on the Initial Closing Date shall have been duly authorized, executed and satisfied all delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's counsel to render its opinion referred to in Section 6.2(f) hereof; (b) The satisfaction of each of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing set forth in Sections 6.1(b), (c), (e), (f) and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.(h) and Sections 6.2(d), (e) and (f) hereof; and (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of In the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an reasonable opinion of the outside counsel for Agent and its counsel, the Agent, dated such applicable date, covering such matters as transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of or the Maryland counsel for the Company, dated such applicable date, with respect Lenders to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable dateany materially adverse regulatory prohibitions or constraints, in form and substance reasonably satisfactory to the Agenteach case enacted, from Deloitte & Touche LLPimposed, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than adopted or proposed since the date of such Terms Agreementhereof. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations obligation of the Agent to purchase and pay for consummate the Shares that the Company has instructed the Agent to sell hereunder and under any Terms transactions contemplated by this Agreement, are including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Initial Closing Date, is subject to (i) the accuracy and correctness on the Initial Closing Date of the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may beherein, (ii) the performance in all material respects by the Company, the General Partner accuracy and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares correctness on the terms and in the manner contemplated in the Time Initial Closing Date of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained in this any other Operative Agreement that are qualified or certificate delivered pursuant hereto or thereto, (iii) the performance by materiality are true the other parties hereto of their respective agreements contained herein and correct as in the other Operative Agreements, in each case to be performed by them on or prior to the Initial Closing Date, and (iv) the satisfaction, or waiver by the Agent, of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements following conditions on or prior to the Initial Closing Date: (a) Each of the Operative Agreements to be entered into as of the Initial Closing Date shall have been duly authorized, executed and satisfied all delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's counsel to render its opinion referred to in SECTION 6.2(F) hereof; (b) The satisfaction of each of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing set forth in SECTIONS 6.1(B), (C), (E), (F) AND (H) and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.SECTIONS 6.2(D), (E) AND (F) hereof; and (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of In the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an reasonable opinion of the outside counsel for Agent and its counsel, the Agent, dated such applicable date, covering such matters as transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreementmaterially adverse regulatory prohibitions or constraints. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations obligation of the Agent to purchase and pay for consummate the Shares that the Company has instructed the Agent to sell hereunder and under any Terms transactions contemplated by this Agreement, are including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Initial Closing Date, is subject to (i) the accuracy and correctness on the Amendment Closing Date of the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may beherein, (ii) the performance in all material respects by the Company, the General Partner accuracy and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares correctness on the terms and in the manner contemplated in the Time Amendment Closing Date of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained in this any other Operative Agreement that are qualified or certificate delivered pursuant hereto or thereto, (iii) the performance by materiality are true the other parties hereto of their respective agreements contained herein and correct as in the other Operative Agreements, in each case to be performed by them on or prior to the Amendment Closing Date, and (iv) the satisfaction, or waiver by the Agent, of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements following conditions on or prior to the Amendment Closing Date: (a) Each of the Operative Agreements to be entered into as of the Initial Closing Date shall have been duly authorized, executed and satisfied all delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's counsel to render its opinion referred to in Section 6.2(f) hereof; (b) The satisfaction of each of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing set forth in Sections 6.1(b), (c), (e), (f) and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.(h) and Sections 6.2(d), (e) and (f) hereof; and (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of In the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an reasonable opinion of the outside counsel for Agent and its counsel, the Agent, dated such applicable date, covering such matters as transactions contemplated by the Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreementmaterially adverse regulatory prohibitions or constraints. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations of the Agent to purchase and pay for the Shares that the Company has instructed the Agent to sell hereunder and under any Terms Agreement, are subject to (i) the accuracy of the representations and warranties of the Company, the General Partner and the Operating Partnership contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may be, (ii) the performance in all material respects by the Company, the General Partner and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership contained in this Agreement that are qualified by materiality are true and correct as of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements and satisfied all of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the outside counsel for the Agent, dated such applicable date, covering such matters as the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreement. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. For the avoidance of doubt, the obligations of the Company under this Section 5(i) shall be suspended during any Suspension Period. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US EisnerAmper LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries the Sentinel Entities and certain financial information with respect to Cervalis and its subsidiaries the Sentinel Entities contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries the Sentinel Entities are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k). (m) The Agent shall have received, on each date and within each time period specified in Section 6(n) hereof, from the Chief Financial Officer of the Company, a certificate dated such date, in form and substance reasonably satisfactory to the Representatives (substantially in the form of Exhibit F hereto), with respect to certain financial information of the Sentinel Entities contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, providing “management comfort” with respect to such information; provided, however, that the condition set forth in this Section 5(m) shall not apply if financial information of the Sentinel Entities during the period January 1, 2017 to February 28, 2017 is no longer incorporated into the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Conditions to the Agent’s Obligations. The obligations obligation of the Agent to purchase and pay for consummate the Shares that the Company has instructed the Agent to sell hereunder and under any Terms transactions contemplated by this Agreement, are including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Initial Closing Date, is subject to (i) the accuracy and correctness on the Initial Closing Date of the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained herein (A) as of each Representation Date, (B) as of each Recommencement Date, (C) as of each Applicable Time, (D) as of each Settlement Date and (E) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may beherein, (ii) the performance in all material respects by the Company, the General Partner accuracy and the Operating Partnership of their covenants and other obligations hereunder and (iii) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement: (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares correctness on the terms and in the manner contemplated in the Time Initial Closing Date of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership other parties hereto contained in this any other Operative Agreement that are qualified or certificate delivered pursuant hereto or thereto, (iii) the performance by materiality are true the other parties hereto of their respective agreements contained herein and correct as in the other Operative Agreements, in each case to be performed by them on or prior to the Initial Closing Date, and (iv) the satisfaction, or waiver by the Agent, of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements following conditions on or prior to the Initial Closing Date: (a) Each of the Operative Agreements to be entered into as of the Initial Closing Date shall have been duly authorized, executed and satisfied all delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor's counsel to render its opinion referred to in SECTION 6.2(F) hereof; (b) The satisfaction of each of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing set forth in SECTIONS 6.1(B), (C), (E), (F) AND (H) and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.SECTIONS 6.2(D), (E) AND (F) hereof; and (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of In the outside counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit A hereto. (d) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an reasonable opinion of the outside counsel for the Agent, dated such applicable datethe Majority Financing Parties and their respective counsel, covering such matters as the transactions contemplated by the Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel of the Company, dated such applicable date, with respect to the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Settlement Date pursuant or any Financing Party to any Terms Agreement shall use a “cut-off date” not earlier than the date of such Terms Agreementadverse regulatory prohibitions or constraints. (i) Upon commencement of the offering of Shares under this Agreement and promptly following the authorization of a Quarterly Maximum Amount by the Board subject to Section 6(i)(i) hereof, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price, including the applicable Quarterly Maximum Amount, that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such date, in form and substance reasonably satisfactory to the Agent, from RSM US LLP, independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of Cervalis and its subsidiaries and certain financial information with respect to Cervalis and its subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, using a “cut-off date” not earlier than the date of this Agreement; provided, however, that the condition set forth in this Section 5(j) shall not apply if the financial statements of Cervalis and its subsidiaries are no longer required to be contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under Applicable Law. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).