exv10w5






Exhibit 10.5




CREDIT AGREEMENT




DATED AS OF SEPTEMBER 28, 2010



by and among



CORESITE, L.P.,



AS PARENT BORROWER,



CORESITE REAL ESTATE 70 INNERBELT, L.L.C.,



CORESITE REAL ESTATE 900 N. ALAMEDA, L.L.C.,



CORESITE REAL ESTATE 2901 CORONADO, L.L.C.



AND



CORESITE REAL ESTATE 1656 MCCARTHY, L.L.C.,



AS SUBSIDIARY BORROWERS,



KEYBANK NATIONAL ASSOCIATION,



THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT



AND



OTHER LENDERS THAT MAY BECOME



PARTIES TO THIS AGREEMENT,



KEYBANK NATIONAL ASSOCIATION,



AS AGENT,



KEYBANC CAPITAL MARKETS and RBC CAPITAL MARKETS CORPORATION,

AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS



 









 







TABLE OF CONTENTS




	 	 	 	 	 

	§1. DEFINITIONS AND RULES OF INTERPRETATION
	 	 	1	 
	§1.1 Definitions
	 	 	1	 
	§1.2 Rules of Interpretation
	 	 	26	 
	§2. THE CREDIT FACILITY
	 	 	27	 
	§2.1 Revolving Credit Loans
	 	 	27	 
	§2.2 Notes
	 	 	27	 
	§2.3 Facility Unused Fee
	 	 	27	 
	§2.4 Reduction and Termination of the Revolving Credit Commitments
	 	 	28	 
	§2.5 Swing Loan Commitment
	 	 	28	 
	§2.6 Interest on Loans
	 	 	31	 
	§2.7 Requests for Revolving Credit Loans
	 	 	31	 
	§2.8 Funds for Loans
	 	 	32	 
	§2.9 Use of Proceeds
	 	 	32	 
	§2.10 Letters of Credit
	 	 	33	 
	§2.11 Increase in Total Commitment
	 	 	36	 
	§2.12 Extension of Revolving Credit Maturity Date
	 	 	38	 
	§3. REPAYMENT OF THE LOANS
	 	 	39	 
	§3.1 Stated Maturity
	 	 	39	 
	§3.2 Mandatory Prepayments
	 	 	39	 
	§3.3 Optional Prepayments
	 	 	39	 
	§3.4 Partial Prepayments
	 	 	40	 
	§3.5 Effect of Prepayments
	 	 	40	 
	§4. CERTAIN GENERAL PROVISIONS
	 	 	40	 
	§4.1 Conversion Options
	 	 	40	 
	§4.2 Fees
	 	 	41	 
	§4.3 [Intentionally Omitted.]
	 	 	41	 
	§4.4 Funds for Payments
	 	 	41	 
	§4.5 Computations
	 	 	44	 
	§4.6 Suspension of LIBOR Rate Loans
	 	 	44	 
	§4.7 Illegality
	 	 	44	 
	§4.8 Additional Interest
	 	 	45	 
	§4.9
Additional Costs, Etc.
	 	 	45	 
	§4.10 Capital Adequacy
	 	 	46	 
	§4.11 Breakage Costs
	 	 	47	 
	§4.12 Default Interest; Late Charge
	 	 	47	 
	§4.13 Certificate
	 	 	47	 
	§4.14 Limitation on Interest
	 	 	47	 
	§4.15 Certain Provisions Relating to Increased Costs and Non-Funding Lenders

	 	 	47	 
	§5. COLLATERAL SECURITY
	 	 	48	 
	§5.1 Collateral
	 	 	48	 
	§5.2 Appraisals; Adjusted Value
	 	 	48	 
	§5.3 Addition of Mortgaged Properties
	 	 	49	 
	§5.4 Release of Mortgaged Property
	 	 	51	 
	§5.5 Additional Subsidiary Borrowers
	 	 	52	 






 









 






	 	 	 	 	 

	§5.6 Release of Certain Subsidiary Borrowers
	 	 	52	 
	§5.7 Release of Collateral
	 	 	52	 
	§6. REPRESENTATIONS AND WARRANTIES
	 	 	52	 
	§6.1
Corporate Authority, Etc.
	 	 	53	 
	§6.2 Governmental Approvals
	 	 	54	 
	§6.3 Title to Mortgaged Properties
	 	 	54	 
	§6.4 Financial Statements
	 	 	54	 
	§6.5 No Material Changes
	 	 	54	 
	§6.6
Franchises, Patents, Copyrights, Etc.
	 	 	54	 
	§6.7 Litigation
	 	 	55	 
	§6.8 No
Material Adverse Contracts, Etc.
	 	 	55	 
	§6.9
Compliance with Other Instruments, Laws, Etc.
	 	 	55	 
	§6.10 Tax Status
	 	 	55	 
	§6.11 No Event of Default
	 	 	55	 
	§6.12 Investment Company Act
	 	 	55	 
	§6.13
Absence of UCC Financing Statements, Etc.
	 	 	56	 
	§6.14
Setoff, Etc.
	 	 	56	 
	§6.15 Certain Transactions
	 	 	56	 
	§6.16 Employee Benefit Plans
	 	 	56	 
	§6.17 Disclosure
	 	 	57	 
	§6.18 Trade Name; Place of Business
	 	 	57	 
	§6.19 Regulations T, U and X
	 	 	57	 
	§6.20 Environmental Compliance
	 	 	57	 
	§6.21 Subsidiaries; Organizational Structure
	 	 	59	 
	§6.22 Leases
	 	 	59	 
	§6.23 Property
	 	 	60	 
	§6.24 Brokers
	 	 	61	 
	§6.25 Other Debt
	 	 	61	 
	§6.26 Solvency
	 	 	61	 
	§6.27 No Bankruptcy Filing
	 	 	61	 
	§6.28 No Fraudulent Intent
	 	 	61	 
	§6.29 Transaction in Best Interests of Borrowers; Consideration
	 	 	61	 
	§6.30 OFAC
	 	 	62	 
	§7. AFFIRMATIVE COVENANTS
	 	 	62	 
	§7.1 Punctual Payment
	 	 	62	 
	§7.2 Maintenance of Office
	 	 	62	 
	§7.3 Records and Accounts
	 	 	62	 
	§7.4 Financial Statements, Certificates and Information
	 	 	62	 
	§7.5 Notices
	 	 	65	 
	§7.6 Existence; Maintenance of Properties
	 	 	66	 
	§7.7 Insurance; Condemnation
	 	 	66	 
	§7.8 Taxes
	 	 	71	 
	§7.9 Inspection of Properties and Books
	 	 	71	 
	§7.10 Compliance with Laws, Contracts, Licenses, and Permits
	 	 	72	 
	§7.11 Further Assurances
	 	 	72	 
	§7.12 Management
	 	 	72	 






ii









 






	 	 	 	 	 

	§7.13 Leases of the Property
	 	 	73	 
	§7.14 Business Operations
	 	 	74	 
	§7.15 Registered Servicemark
	 	 	74	 
	§7.16 Ownership of Real Estate
	 	 	74	 
	§7.17 [Intentionally Omitted]
	 	 	74	 
	§7.18 Ownership Restrictions
	 	 	74	 
	§7.19 Plan Assets
	 	 	74	 
	§7.20 [Intentionally Omitted.]
	 	 	74	 
	§7.21 [Intentionally Omitted.]
	 	 	74	 
	§7.22 REIT Covenants
	 	 	74	 
	§8. NEGATIVE COVENANTS
	 	 	75	 
	§8.1 Restrictions on Indebtedness
	 	 	75	 
	§8.2
Restrictions on Liens, Etc.
	 	 	76	 
	§8.3 Restrictions on Investments
	 	 	77	 
	§8.4 Merger, Consolidation
	 	 	79	 
	§8.5 Sale and Leaseback
	 	 	79	 
	§8.6 Compliance with Environmental Laws
	 	 	79	 
	§8.7 Distributions
	 	 	81	 
	§8.8 Asset Sales
	 	 	82	 
	§8.9 [Intentionally Omitted.]
	 	 	82	 
	§8.10 Restriction on Prepayment of Indebtedness
	 	 	82	 
	§8.11 Zoning and Contract Changes and Compliance
	 	 	82	 
	§8.12 Derivatives Contracts
	 	 	82	 
	§8.13 Transactions with Affiliates
	 	 	82	 
	§8.14 Management Fees
	 	 	83	 
	§9. FINANCIAL COVENANTS
	 	 	83	 
	§9.1 Borrowing Base
	 	 	83	 
	§9.2 Consolidated Total Indebtedness to Gross Asset Value
	 	 	83	 
	§9.3 Recourse Indebtedness to Gross Asset Value
	 	 	83	 
	§9.4 Adjusted Consolidated EBITDA to Consolidated Fixed Charges
	 	 	83	 
	§9.5 Minimum Consolidated Tangible Net Worth
	 	 	83	 
	§9.6 Unhedged Variable Rate Debt
	 	 	83	 
	§9.7 Borrowing Base
	 	 	83	 
	§10. CLOSING CONDITIONS
	 	 	84	 
	§10.1 Loan Documents
	 	 	84	 
	§10.2 Certified Copies of Organizational Documents
	 	 	84	 
	§10.3 Resolutions
	 	 	84	 
	§10.4 Incumbency Certificate; Authorized Signers
	 	 	84	 
	§10.5 Opinion of Counsel
	 	 	84	 
	§10.6 Payment of Fees
	 	 	84	 
	§10.7 Insurance
	 	 	84	 
	§10.8 Performance; No Default
	 	 	84	 
	§10.9 Representations and Warranties
	 	 	85	 
	§10.10 Proceedings and Documents
	 	 	85	 
	§10.11 Eligible Real Estate Qualification Documents
	 	 	85	 
	§10.12 Compliance Certificate
	 	 	85	 






iii









 






	 	 	 	 	 

	§10.13 Appraisals
	 	 	85	 
	§10.14 Consents
	 	 	85	 
	§10.15 Other
	 	 	85	 
	§10.16 IPO
	 	 	85	 
	§11. CONDITIONS TO ALL BORROWINGS
	 	 	85	 
	§11.1 Prior Conditions Satisfied
	 	 	86	 
	§11.2 Representations True; No Default
	 	 	86	 
	§11.3 Borrowing Documents
	 	 	86	 
	§11.4 Title Confirmation
	 	 	86	 
	§11.5 Future Advances Tax Payment
	 	 	86	 
	§12.
EVENTS OF DEFAULT; ACCELERATION; ETC.
	 	 	86	 
	§12.1 Events of Default and Acceleration
	 	 	87	 
	§12.2 Certain Cure Periods; Limitation of Cure Periods
	 	 	89	 
	§12.3 Termination of Commitments
	 	 	90	 
	§12.4 Remedies
	 	 	90	 
	§12.5 Distribution of Collateral Proceeds
	 	 	91	 
	§13. SETOFF
	 	 	92	 
	§14. THE AGENT
	 	 	92	 
	§14.1 Authorization
	 	 	92	 
	§14.2 Employees and Agents
	 	 	92	 
	§14.3 No Liability
	 	 	93	 
	§14.4 No Representations
	 	 	93	 
	§14.5 Payments
	 	 	93	 
	§14.6 Holders of Notes
	 	 	94	 
	§14.7 Indemnity
	 	 	94	 
	§14.8 Agent as Lender
	 	 	94	 
	§14.9 Resignation
	 	 	94	 
	§14.10 Duties in the Case of Enforcement
	 	 	95	 
	§14.11 Bankruptcy
	 	 	96	 
	§14.12 Request for Agent Action
	 	 	96	 
	§14.13 Reliance by Agent
	 	 	96	 
	§14.14 Approvals
	 	 	97	 
	§14.15 Borrowers Not Beneficiary
	 	 	97	 
	§14.16 Defaulting Lenders
	 	 	97	 
	§15. EXPENSES
	 	 	99	 
	§16. INDEMNIFICATION
	 	 	100	 
	§17.
SURVIVAL OF COVENANTS, ETC.
	 	 	101	 
	§18. ASSIGNMENT AND PARTICIPATION
	 	 	101	 
	§18.1 Conditions to Assignment by Lenders
	 	 	101	 
	§18.2 Register
	 	 	102	 
	§18.3 New Notes
	 	 	102	 
	§18.4 Participations
	 	 	103	 
	§18.5 Pledge by Lender
	 	 	103	 
	§18.6 No Assignment by Borrowers
	 	 	103	 
	§18.7 Disclosure
	 	 	103	 
	§18.8 Titled Agents
	 	 	104	 






iv









 






	 	 	 	 	 

	§19. NOTICES
	 	 	104	 
	§20. RELATIONSHIP
	 	 	106	 
	§21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
	 	 	106	 
	§22. HEADINGS
	 	 	107	 
	§23. COUNTERPARTS
	 	 	107	 
	§24.
ENTIRE AGREEMENT, ETC.
	 	 	107	 
	§25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
	 	 	107	 
	§26. DEALINGS WITH THE BORROWERS
	 	 	108	 
	§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
	 	 	108	 
	§28. SEVERABILITY
	 	 	109	 
	§29. TIME OF THE ESSENCE
	 	 	109	 
	§30. NO UNWRITTEN AGREEMENTS
	 	 	109	 
	§31. REPLACEMENT NOTES
	 	 	109	 
	§32. NO THIRD PARTIES BENEFITED
	 	 	110	 
	§33. PATRIOT ACT
	 	 	110	 
	§34. [Intentionally Omitted.]
	 	 	110	 
	§35. JOINT AND SEVERAL LIABILITY
	 	 	110	 
	§36. ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF BORROWERS
	 	 	110	 
	§36.1 Attorney-in-Fact
	 	 	110	 
	§36.2 Accommodation
	 	 	110	 
	§36.3 Waiver of Automatic or Supplemental Stay
	 	 	111	 
	§36.4 Waiver of Defenses
	 	 	111	 
	§36.5 Waiver
	 	 	113	 
	§36.6 Subordination
	 	 	114	 
	§36.7 Waiver of Rights Under Anti-Deficiency Rules
	 	 	114	 
	§36.8 Further Waivers
	 	 	114	 
	§37. ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS
	 	 	115	 









v









 








EXHIBITS AND SCHEDULES




	 	 	 

	Exhibit A

	 	FORM OF REVOLVING CREDIT NOTE
	 
	 	 
	Exhibit B

	 	FORM OF SWING LOAN NOTE
	 
	 	 
	Exhibit C

	 	FORM OF JOINDER AGREEMENT
	 
	 	 
	Exhibit D

	 	FORM OF REQUEST FOR REVOLVING CREDIT LOAN
	 
	 	 
	Exhibit E

	 	FORM OF LETTER OF CREDIT REQUEST
	 
	 	 
	Exhibit F

	 	FORM OF BORROWING BASE CERTIFICATE
	 
	 	 
	Exhibit G

	 	FORM OF COMPLIANCE CERTIFICATE
	 
	 	 
	Exhibit H

	 	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	 
	 	 
	Exhibit I

	 	FORM OF LETTER OF CREDIT APPLICATION
	 
	 	 
	Schedule 1.1

	 	LENDERS AND COMMITMENTS
	 
	 	 
	Schedule 1.2

	 	ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
	 
	 	 
	Schedule 6.3

	 	LIST OF ALL ENCUMBRANCES ON ASSETS
	 
	 	 
	Schedule 6.5

	 	NO MATERIAL CHANGES
	 
	 	 
	Schedule 6.7

	 	PENDING LITIGATION
	 
	 	 
	Schedule 6.15

	 	CERTAIN TRANSACTIONS
	 
	 	 
	Schedule 6.20(d)

	 	REQUIRED ENVIRONMENTAL ACTIONS
	 
	 	 
	Schedule 6.21(a)

	 	PARENT BORROWER SUBSIDIARIES
	 
	 	 
	Schedule 6.21(b)

	 	UNCONSOLIDATED AFFILIATES OF PARENT
BORROWER AND ITS
SUBSIDIARIES
	 
	 	 
	Schedule 6.22

	 	EXCEPTIONS TO RENT ROLL
	 
	 	 
	Schedule 6.23

	 	PROPERTY AND MANAGEMENT AGREEMENTS
	 
	 	 
	Schedule 6.25

	 	MATERIAL LOAN AGREEMENTS
	 
	 	 
	Schedule 7.24

	 	FORMATION TRANSACTIONS
	 
	 	 
	Schedule 8.8

	 	ASSET SALES







vi











 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT is made as of the 28th day of September, 2010, by and among
CORESITE, L.P., a Delaware limited partnership (“Parent Borrower”), the Subsidiary Borrowers a
party hereto, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are
parties to this Agreement as “Lenders”, and the other lending institutions that may become parties
hereto pursuant to §18, and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”),
and KEYBANC CAPITAL MARKETS and RBC CAPITAL MARKETS CORPORATION,, as Joint Lead Arrangers and Joint
Book Managers.



RECITALS




     WHEREAS, Borrowers have requested that the Lenders provide a revolving credit facility to
Borrowers; and



     WHEREAS, the Agent and the Lenders are willing to provide such revolving credit facility to
Borrowers on and subject to the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements
contained herein, the parties hereto hereby covenant and agree as follows:



§1. DEFINITIONS AND RULES OF INTERPRETATION.




     §1.1 Definitions. The following terms shall have the meanings set forth in this §l or
elsewhere in the provisions of this Agreement referred to below:



     Additional Commitment Request Notice. See §2.11(a).



     Additional Subsidiary Borrower. Each additional Subsidiary of Parent Borrower which
becomes a Subsidiary Borrower pursuant to §5.5.



     Adjusted Consolidated EBITDA. On any date of determination, the sum of (a) the
Consolidated EBITDA for the prior fiscal quarter most recently ended, multiplied by four (4),
less (b) the Capital Reserve.



     Adjusted Net Operating Income. On any date of determination, the sum of (a) the Net
Operating Income for the prior fiscal quarter most recently ended, multiplied by four (4),
less (b) the Capital Reserve.



     Affiliate. An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with, that Person. For
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
(a) the possession, directly or indirectly, of the power to vote fifty percent (50%) or more of the
stock, shares, voting trust certificates, beneficial interest, partnership interests, member
interests or other interests having voting power for the election of directors of such Person or
otherwise 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, or (b) the ownership of (i)
a general partnership interest, (ii) a managing member’s or manager’s interest in a limited
liability company or (iii) a limited partnership interest or preferred stock (or other ownership
interest) representing fifty percent (50%) or more of the outstanding limited partnership
interests, preferred stock or other ownership interests of such Person.



     Agent. KeyBank National Association, acting as administrative agent for the Lenders,
and its successors and assigns.



     Agent’s Head Office. The Agent’s head office located at 127 Public Square, Cleveland,
Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice
to the Borrowers and the Lenders.



     Agent’s Special Counsel. Riemer & Braunstein LLP or such other counsel as selected by
Agent.



     Agreement. This Credit Agreement, as the same may be amended, modified, supplemented
and/or extended from time to time, including the Schedules and Exhibits hereto.



     Agreement Regarding Fees. See §4.2.



     Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans
shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent
Borrower to the Gross Asset Value of Parent Borrower:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LIBOR Rate	 	Base Rate
	Pricing Level	 	Ratio	 	Loans	 	Loans
	Pricing Level 1
	 	Less than or equal to 50%	 	 	3.50	%	 	 	2.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level 2
	 	Greater than 50% but less than or equal to 55%	 	 	3.75	%	 	 	2.75	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level 3
	 	Greater than 55%	 	 	4.00	%	 	 	3.00	%





The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first
(1st) day of the first (1st) month following the delivery by Parent Borrower
to the Agent of the Compliance Certificate at the end of a calendar quarter. In the event that
Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before
the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders
under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 3
until such failure is cured within any applicable cure period, in which event the Applicable Margin
shall adjust, if necessary, on the first (1st) day of the first (1st) month
following receipt of such Compliance Certificate.





2









 








     Appraisal. An MAI appraisal of the value of a parcel of Real Estate, performed by an
independent appraiser with experience appraising data center properties selected by the Agent who
is not an employee of any Borrower or any of their Subsidiaries, the Agent or a Lender, the form
and substance of such appraisal and the identity of the appraiser to be in compliance with the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and
regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory
and internal) applicable to the Lenders and otherwise acceptable to the Agent, as approved by the
Agent, such approval not to be unreasonably withheld.



     Appraised Value. The “as-is” value of a parcel of Real Estate determined by the most
recent Appraisal of such Real Estate, obtained pursuant to §2.12, §5.2 or §10.13.



     Arrangers. Collectively, KeyBanc Capital Markets and RBC Capital Markets Corporation
or any successors thereto.



     Assignment and Acceptance Agreement. See §18.1.



     Assignment of Leases and Rents. Each of the assignments of leases and rents from the
Parent Borrower or a Subsidiary Borrower to the Agent now or hereafter delivered to secure the
Obligations, as may be modified or amended.



     Authorized Officer. Any of the following Persons: Thomas M. Ray, Deedee M. Beckman,
Robert M. Sistek and such other Persons as Parent Borrower shall designate in a written notice to
Agent.



     Balance Sheet Date. September 22, 2010.



     Bankruptcy Code. Title 11, U.S.C.A., as amended from time to time or any successor
statute thereto.



     Base Rate. The greater of (a) the fluctuating annual rate of interest announced from
time to time by the Agent at the Agent’s Head Office as its “prime rate”, (b) the then applicable
LIBOR for a one month Interest Period plus one percent (1.00%), or (c) one half of one percent
(0.5%) above the Federal Funds Effective Rate. The Base Rate is a reference rate and does not
necessarily represent the lowest or best rate being charged to any customer. Any change in the
rate of interest payable hereunder resulting from a change in the Base Rate shall become effective
as of the opening of business on the day on which such change in the Base Rate becomes effective,
without notice or demand of any kind.



     Base Rate Loans. Collectively, the Revolving Credit Base Rate Loans and the Swing
Loans.



     Borrowers. Collectively, Parent Borrower and the Subsidiary Borrowers, and
individually any of them.



     Borrowing Base Availability. The Borrowing Base Availability shall be the amount
which is the least of (a) the Borrowing Base Value, (b) the maximum principal amount which would
not cause the Borrowing Base Debt Service Coverage Ratio to be less than 1.75 to 1, and



3









 







(c) the maximum principal amount which would not cause the Debt Yield to be less than eighteen percent
(18%).



     Borrowing Base Debt Service Coverage Ratio. The ratio of Adjusted Net Operating
Income from the Mortgaged Properties determined for the preceding fiscal quarter divided by the
Implied Debt Service.



     Borrowing Base Value. The Borrowing Base Value for Eligible Real Estate owned by
Parent Borrower or any Subsidiary Borrower included in the Mortgaged Property shall be the amount
which is sixty percent (60%) of the sum of the Appraised Values of each Mortgaged Property as most
recently determined under §2.12(e), §5.2 or §10.13.



     Breakage Costs. The commercially reasonable cost to any Lender of re-employing funds
bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i)
any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any
applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable
interest rate on a date other than the last day of the relevant Interest Period, or (iii) the
failure of a Borrower to draw down, on the first day of the applicable Interest Period, any amount
as to which such Borrower has elected a LIBOR Rate Loan.



     Building. With respect to each Mortgaged Property or parcel of Real Estate, all of
the buildings, structures and improvements now or hereafter located thereon.



     Business Day. Any day on which federally-insured banking institutions located in the
same city and State as the Agent’s Head Office are located are open for the transaction of banking
business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.



     Capital Reserve. For any period and with respect to any improved Real Estate, an
amount equal to $0.25 multiplied by the total square footage of the Buildings in such Real Estate.
If the term Capital Reserve is used without reference to any specific Real Estate, then the amount
shall be determined on an aggregate basis with respect to all Real Estate of the Borrowers and
their Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates.
The Capital Reserve shall be calculated based on the total square footage of the Buildings owned
(or ground leased) at the end of each fiscal quarter, less the square footage of unoccupied space
held for development or redevelopment.



     Capitalized Lease. A lease under which the discounted future rental payment
obligations of the lessee or the obligor are required to be capitalized on the balance sheet of
such Person in accordance with GAAP.



     Capitalization Rate. Nine and one quarter percent (9.25%).



     Capitalized Value. The Adjusted Net Operating Income for any Stabilized Property
divided by the Capitalization Rate.



     Cash Equivalents. As of any date, (i) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or instrumentality thereof
having maturities of not more than one year from such date, (ii) time deposits and certificates of
deposits



4









 







having maturities of not more than one year from such date and issued by any domestic
commercial bank having, (A) senior long term unsecured debt rated at least A or the equivalent
thereof by S&P or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of
$100,000,000; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days
from such date, and (iv) shares of any money market mutual fund rated at least AAA or the
equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s.



     CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. 9601 et seq.



     Change of Control. A Change of Control shall exist upon the occurrence of any of the
following:



          (a) Any Person (including a Person’s Affiliates and associates) or group (as that term is
understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations thereunder), other than The Carlyle Group, shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage
(based on voting power, in the event different classes of stock or voting interests shall have
different voting powers) of the voting stock or voting interests of REIT or Parent Borrower equal
to at least thirty-five percent (35%);




          (b) As of any date a majority of the Board of Directors or Trustees or similar body (the
“Board”) of REIT or Parent Borrower consists of individuals who were not either (i) directors or
trustees of REIT or Parent Borrower as of the corresponding date of the previous year, or (ii)
selected or nominated to become directors or trustees by the Board of REIT or Parent Borrower of
which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or
nominated to become directors or trustees by the Board of REIT or Parent Borrower, which majority
consisted of individuals described in clause (b)(i) above and individuals described in clause
(b)(ii), above (excluding, in the case of both clause (ii) and (iii) above, any individual whose
initial nomination for, or assumption of office as, a member of the Board occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or removal of one or more
directors or trustees by any Person or group other than a solicitation for the election of one or
more directors or trustees by or on behalf of the Board); or




          (c) REIT shall fail to be the sole general partner of Parent Borrower, shall fail to own such
general partnership interest in Parent Borrower free of any lien, encumbrance or other adverse
claim, or shall fail to control the management and policies of Parent Borrower; or




          (d) Parent Borrower fails to own directly or indirectly, free of any lien, encumbrance or
other adverse claim, at least one hundred percent (100%) of the economic, voting and beneficial
interest of each Subsidiary Borrower.




     Closing Date. The first date on which all of the conditions set forth in §10 and §11
have been satisfied.



     Code. The Internal Revenue Code of 1986, as amended.



5









 





     Collateral. All of the property, rights and interests of the Borrowers which are
subject to the security interests, security title, liens and mortgages created by the Security
Documents, including, without limitation, the Mortgaged Properties.



     Commitment. With respect to each Lender, the Revolving Credit Commitment of such
Lender.



     Commitment Increase. An increase in the Total Commitment to not more than
$200,000,000 pursuant to §2.11.



     Commitment Increase Date. See §2.11(a).



     Commitment Percentage. With respect to each Lender, the percentage set forth on
Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the
Lenders, as the same may be changed from time to time in accordance with the terms of this
Agreement.



     Compliance Certificate. See §7.4(c).



     Condemnation Proceeds. All compensation, awards, damages, judgments and proceeds
awarded to a Borrower by reason of any Taking, net of all reasonable and customary amounts actually
expended to collect the same and/or to maximize the total amount of the same.



     Consolidated. With reference to any term defined herein, that term as applied to the
accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP.



     Consolidated EBITDA. With respect to any period, an amount equal to the EBITDA of
Parent Borrower and its Subsidiaries for such period determined on a Consolidated basis.



     Consolidated Fixed Charges. For any fiscal quarter, annualized, the sum of (a)
Consolidated Interest Expense for such period, plus (b) all regularly scheduled principal
payments made with respect to Indebtedness of Parent Borrower and its Subsidiaries during such
period, other than any balloon, bullet or similar principal payment which repays such Indebtedness
in full, plus (c) all Preferred Distributions paid during such period. Such Person’s
Equity Percentage in the Fixed Charges of its Unconsolidated Affiliates shall be included in the
determination of Fixed Charges.



     Consolidated Interest Expense. For any period, without duplication, (a) total
Interest Expense of Parent Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest
Expense of its Unconsolidated Affiliates for such period.



     Consolidated Tangible Net Worth. The amount by which Gross Asset Value exceeds
Consolidated Total Indebtedness.



6









 





     Consolidated Total Indebtedness. All Indebtedness of Parent Borrower and its
Subsidiaries determined on a consolidated basis and shall include (without duplication), such
Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.



     Construction In Process. Costs incurred for any build-outs, redevelopment,
construction, or tenant improvements of a Data Center Property that is not a Development Property.



     Conversion/Continuation Request. A notice given by the Borrowers to the Agent of its
election to convert or continue a Loan in accordance with §4.1.



     Data Center Property. Any asset that operates or is intended to operate, at least in
part, as a telecommunications infrastructure building or an information technology infrastructure
building. For the avoidance of doubt, the facility located at 55 S. Market Street, San Jose,
California 95113, shall be considered a Data Center Property.



     Debt Offering. The issuance and sale by Parent Borrower or any of its Subsidiaries of
any debt securities of Parent Borrower.



     Debt Yield. The quotient (expressed as a percentage) of Adjusted Net Operating Income
from the Mortgaged Properties divided by the aggregate of the outstanding Loans and Letter of
Credit Liabilities.



     Default. See §12.1.



     Default Rate. See §4.12.



     Defaulting Lender. Any Lender that, as determined by the Agent, (a) has failed to
perform any of its funding obligations hereunder, including in respect of its Loans or
participations in respect of Letters of Credit or Swing Loans, within three Business Days of the
date required to be funded by it hereunder, unless such Lender is contesting its obligation to fund
such amount in good faith, (b) has notified the Borrower, or the Agent that it does not intend to
comply with its funding obligations or has made a public statement to that effect with respect to
its funding obligations hereunder or under other agreements in which it has extended credit, (c)
has failed, within three Business Days after request by the Agent, to confirm in a manner
reasonably satisfactory to the Agent that it will comply with its funding obligations, unless such
Lender is contesting its obligation to fund in good faith or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any bankruptcy or other
debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business
or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its
consent to, approval of or acquiescence in any such proceeding or appointment; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority.



     Derivatives Contract. Any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions,



7









 







interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement. Not in limitation of the foregoing, the term
“Derivatives Contract” includes any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.



     Derivatives Termination Value. In respect of any one or more Derivatives Contracts,
after taking into account the effect of any legally enforceable netting agreement applicable to
such Derivatives Contract(s), (a) for any date on or after the date such Derivatives Contracts have
been closed out or terminated and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s)
determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon
one or more mid-market quotations or other valuations provided by any recognized dealer in, or the
counterparty to, such Derivatives Contract(s) (which, in either case, may include the Agent or any
Lender).



     Development Property. Real Estate currently under development that has not become a
Stabilized Property or on which the improvements related to the development have not been
completed, provided that such a Development Property on which all improvements related to the
development of such Real Estate have been substantially completed (excluding tenants improvements)
for at least eighteen (18) months shall cease to constitute a Development Property notwithstanding
the fact that such Property has not become a Stabilized Property, and shall be considered a
Stabilized Property for the purposes of the calculation of Gross Asset Value. For purposes of this
definition, it is acknowledged and agreed that the property owned by CoreSite Coronado Stender,
L.L.C. and the buildings to be developed and/or redeveloped at such property shall be deemed a
“Development Property” and as portions of this become complete and Stabilized Property, for
purposes of calculation for remaining development value of Gross Asset Value, the same method of
calculation shall be implemented as applied when the property owned by CoreSite Real Estate 2901
Coronado, L.L.C. became completed and a Stabilized Property.



     Distribution. Any (a) dividend or other distribution, direct or indirect, on account
of any Equity Interest of Parent Borrower or a Subsidiary Borrower, now or hereafter outstanding,
except a dividend payable solely in Equity Interests of identical class to the holders of that
class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any Equity Interest of Parent Borrower or a
Subsidiary Borrower now or hereafter outstanding; and (c) payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire any Equity
Interests of Parent Borrower or a Subsidiary Borrower now or hereafter outstanding.



     Dollars or $. Dollars in lawful currency of the United States of America.



8









 





     Domestic Lending Office. Initially, the office of each Lender designated as such on
Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within
the United States that will be making or maintaining Base Rate Loans.



     Drawdown Date. The date on which any Loan is made or is to be made, and the date on
which any Loan which is made prior to the Revolving Credit Maturity Date, is converted in
accordance with §4.1.



     EBITDA. With respect to a Person for any period (without duplication): The net
income (or loss), excluding the effects of straight lining of rents and acquisition lease
accounting, before (i) interest, income taxes, depreciation, and amortization expense, as reported
by such Person and its Subsidiaries on a consolidated basis in accordance with GAAP and (ii) any
other non-cash expense to the extent not actually paid as a cash expense (including any expense
associated with asset retirement obligation under GAAP). EBITDA shall exclude extraordinary gains
and losses (including but not limited to gains (and loss) on the sale of assets) and distributions
to minority owners. EBITDA attributable to equity interests shall be excluded but EBITDA shall
include a Person’s Equity Percentage of net income (or loss) from Unconsolidated Affiliates plus
its Equity Percentage of interest, depreciation and amortization expense from Unconsolidated
Affiliates.



     Eligible Assignee. While any Event of Default is in existence, any Person, and at all
other times, any of (a) a commercial bank or other financial institution organized under the laws
of the United States, or any State thereof or the District of Columbia, and having total assets in
excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the
laws of the United States, or any State thereof or the District of Columbia, and having a net worth
of at least $100,000,000, calculated in accordance with generally accepted accounting principles;
(c) a commercial bank organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of
any such country, and having total assets in excess of $1,000,000,000, provided that such bank is
acting through a branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; (d) the central bank of any country which is a member
of the OECD; or (e) any Lender Affiliate or a Related Fund of a Lender. For the purposes hereof,
“Lender Affiliate” shall mean, (i) with respect to any Person who would otherwise be an Eligible
Assignee under clauses (a) — (d), above (a “Qualified Assignee”), an Affiliate of such Qualified
Assignee which is an entity (whether a corporation, partnership, trust or otherwise) that is
engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business, with sufficient assets to meet its funding
obligations hereunder, and is administered (including as placement agent therefor) or managed by a
Qualified Assignee or an Affiliate of such Qualified Assignee and (ii) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit, with sufficient assets to meet its funding
obligations hereunder, and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment advisor (i.e., a
Related Fund of such Lender). Further, for the purposes hereof, “Related Fund” shall mean, with
respect to a Lender, a fund that invests in loans, any other such fund managed by the same
investment advisor as such Lender or by an Affiliate of such Lender or such advisor with



9









 







sufficient
assets to meet its funding obligations hereunder. Notwithstanding the foregoing, no Borrower or
any affiliate of Borrower or the REIT shall be an Eligible Assignee.



     Eligible Real Estate. Real Estate:



          (a) which is wholly-owned in fee (or leased under a ground lease acceptable to the Required
Lenders in their reasonable discretion), with such easements, rights-of-way, and other similar
appurtenances required for the operation of the fee or leasehold property, by Parent Borrower or a
Subsidiary Borrower;




          (b) which is located within the 50 States of the continental United States or the District of
Columbia;




          (c) which is improved by an income-producing Data Center Property;




          (d) as to which all of the representations set forth in §6 of this Agreement concerning
Mortgaged Property are true and correct except as would not reasonably be expected to result in a
Material Adverse Effect;




          (e) as to which the Agent and the Required Lenders, as applicable, have received and approved
all Eligible Real Estate Qualification Documents, or will receive and approve them prior to
inclusion of such Real Estate as a Mortgaged Property; and




          (f) as to which, notwithstanding anything to the contrary contained herein, but subject to the
last sentence of §5.3(a), the Agent and the Required Lenders have approved for inclusion in the
Borrowing Base.




     Eligible Real Estate Qualification Documents. See Schedule 1.2 attached
hereto.



     Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA
maintained or contributed to by any Borrower or any ERISA Affiliate, other than a Multiemployer
Plan.



     Environmental Engineer. Such firm or firms of independent professional engineers or
other scientists generally recognized as expert in the detection, analysis and remediation of
Hazardous Substances and related environmental matters and acceptable to the Agent in its
reasonable discretion.



     Environmental Laws. As defined in the Indemnity Agreements.



     Equity Interests. With respect to any Person, any share of capital stock of (or other
ownership or profit interests in) such Person, any warrant, option or other right for the purchase
or other acquisition from such Person of any share of capital stock of (or other ownership or
profit interests in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or
option for the purchase or other acquisition from such Person of such shares (or such other
interests), and any other ownership or profit interest in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not



10









 







such share, warrant, option, right or other interest is authorized or otherwise
existing on any date of determination.



     Equity Offering. The issuance and sale after the Closing Date by Parent Borrower or
any of its Subsidiaries or REIT of any equity securities of such Person.



     Equity Percentage. The aggregate ownership percentage of a Borrower or their
respective Subsidiaries in each Unconsolidated Affiliate.



     ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect
from time to time.



     ERISA Affiliate. Any Person which is treated as a single employer with Parent Borrower
or its Subsidiaries under §414 of the Code.



     ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan
within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the
requirement of notice has not been waived.



     Event of Default. See §12.1.



     Federal Funds Effective Rate. For any day, the rate per annum (rounded upward to the
nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of
Cleveland on such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as computed and
announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve
Bank computes and announces the weighted average it refers to as the “Federal Funds Effective
Rate.”



     Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the
Issuing Lender, such Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit
Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or cash collateralized in accordance
with the terms hereof, and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s
Commitment Percentage of Swing Loans other than Swing Loans as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or cash collateralized in accordance
with the terms hereof.



     Funds from Operations. With respect to any Person for any period, an amount equal to
the Net Income (or Loss) of such Person for such period, computed in accordance with NAREIT
guidelines, excluding losses from sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be recalculated to reflect funds from operations on the same
basis.



     GAAP. Principles that are (a) consistent with the principles promulgated or adopted
by the Financial Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied.



11









 





     Governmental Authority. The government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     Gross Asset Value. On a consolidated basis for Parent Borrower and its Subsidiaries,
Gross Asset Value shall mean the sum of (without duplication with respect to any Real Estate):



               (i) the Appraised Value of any Mortgaged Properties owned by Parent Borrower or any of its
Subsidiaries; plus



               (ii) the Capitalized Value of any Stabilized Properties that is not a Mortgaged Property; plus



               (iii) the book value determined in accordance with GAAP of all Development Properties and
Construction In Process with respect to Real Estate owned by Parent Borrower or any of its
Subsidiaries; plus



               (iv) the aggregate amount of all Unrestricted Cash and Cash Equivalents of Parent Borrower and
its Subsidiaries as of the date of determination; plus



               (v) the book value determined in accordance with GAAP of Land Assets of Parent Borrower and
its Subsidiaries.


Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other
changes to the portfolio during the calendar quarter most recently ended prior to a date of
determination. All income, expense and value associated with assets included in Gross Asset Value
disposed of during the calendar quarter period most recently ended prior to a date of determination
will be eliminated from calculations. Additionally, without limiting or affecting any other
provision hereof, Gross Asset Value shall not include any income or value associated with Real
Estate which is not operated or intended to be operated principally as a Data Center Property.
Gross Asset Value will be adjusted to include an amount equal to Parent Borrower’s or any of its
Subsidiaries’ pro rata share (based upon such Person’s Equity Percentage in such Unconsolidated
Affiliate) of the Gross Asset Value attributable to any of the items listed above in this
definition owned by such Unconsolidated Affiliate.




     Guarantor. CoreSite Realty Corporation, a Maryland corporation.



     Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate the benefits of
which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA,
other than a Multiemployer Plan.



     Hazardous Substances. As defined in the Indemnity Agreements.



12









 





     Implied Debt Service. On any date of determination, an amount equal to the greater of
(1) the annual principal and interest payment sufficient to amortize in full during a thirty (30)
year period, a loan in an amount equal to the sum of the aggregate principal balance of Loans and
Letters of Credit Liabilities as of such date, calculated using an interest rate equal to the then
current annual yield on ten (10) year obligations issued by the United States Treasury most
recently prior to the date of determination as determined by the Agent plus three and one quarter
percent (3.25%), (b) the actual annual interest expense of the Borrower under this Agreement based
on the weighted average of interest rates then in effect under this Agreement, or (3) an annual
debt service constant of 8%.



     Increase Notice. See §2.11(a).



     Indebtedness. With respect to a Person, at the time of computation thereof, all of
the following (without duplication): (a) all obligations of such Person in respect of money
borrowed (other than trade debt incurred in the ordinary course of business which is not more than
one hundred eighty (180) days past due); (b) all obligations of such Person for money borrowed (i)
represented by notes payable, or drafts accepted, in each case representing extensions of credit,
(ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase
money indebtedness, conditional sales contracts, title retention debt instruments or other similar
instruments, upon which interest charges are customarily paid or that are issued or assumed as full
or partial payment for property or services rendered; (c) obligation of such Person as a lessee or
obligor under a Capitalized Lease; (d) all reimbursement obligations of such Person under any
letters of credit or acceptances (whether or not the same have been presented for payment); (e) all
Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any
purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in
each case evidenced by a binding agreement (excluding any such obligation to the extent the
obligation can be satisfied by the issuance of Equity Interests) (g) net obligations under any
Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount not in
excess of the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which
such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of
customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of
“special purpose entity” covenants, and other similar exceptions to recourse liability until a
claim is made and an action is commenced with respect thereto, and then shall be included only to
the extent of the amount of such claim), including liability of a general partner in respect of
liabilities of a partnership in which it is a general partner which would constitute “Indebtedness”
hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a
Person, to maintain working capital or equity capital of a Person or otherwise to maintain net
worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure
the owner of indebtedness against loss, including, without limitation, through an agreement to
purchase property, securities, goods, supplies or services for the purpose of enabling the debtor
to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of
another Person 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 or assets owned by such Person,
even though such Person has not assumed or become liable for the payment of such Indebtedness or
other payment obligation; and (j) such Person’s pro rata share
of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliates) of
any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact



13









 







of intangibles pursuant to ASC 805, as codified by the Financial Accounting Standards Board in June
of 2009, and shall be adjusted to remove (a) the impact from Asset Retirement Obligations pursuant
to ASC 410, as codified by the Financial Accounting Standards Board in June of 2009, and (b) any
potential impact from the exposure draft issued by the Financial Accounting Standards Board in
August of 2010 related to Leases (Topic 840).



     Indemnity Agreements. The Environmental Indemnity regarding Hazardous Substances made
by the Borrowers and each Additional Subsidiary Borrower in favor of the Agent and the Lenders, as
the same may be modified or amended.



     Insurance Proceeds. All insurance proceeds, damages and claims and the right thereto
under any insurance policies relating to any portion of any Collateral, net of all reasonable and
customary amounts actually expended to collect the same and/or to maximize the total amount of the
same.



     Interest Expense. For any period with respect to Parent Borrower and its
Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without
duplication), excluding non-cash interest expense but including capitalized interest not funded
under a construction loan, together with the interest portion of payments actually payable on
Capitalized Leases, plus (b) Parent Borrower’s and its respective Subsidiaries’ Equity
Percentage of Interest Expense of their Unconsolidated Affiliates for such period.



     Interest Payment Date. As to each Loan, the fifth (5th) day of each
calendar month.



     Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period
commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two, three or six months
thereafter (subject to availability from each Lender), and (b) thereafter, each period commencing
on the day following the last day of the next preceding Interest Period applicable to such Loan and
ending on the last day of one of the periods set forth above, as selected by the Borrowers in a
Loan Request or Conversion/Continuation Request; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:



               (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that
is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business
Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which
case such Interest Period shall end on the next preceding LIBOR Business Day, as determined
conclusively by the Agent in accordance with the then current bank practice in London, England;



               (ii) if the Borrowers shall fail to give notice as provided in §4.1, the Borrowers shall be
deemed to have requested a continuation of the affected LIBOR Rate Loan as a LIBOR Rate Loan on the
last day of the then current Interest Period with respect thereto as provided in and subject to the
terms of §4.1(c);



               (iii) any Interest Period pertaining to a LIBOR Rate Loan 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 end on the
last Business Day of the applicable calendar month; and



14









 





               (iv) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Revolving
Credit Maturity Date, as applicable.



     Investments. With respect to any Person, all shares of capital stock, evidences of
Indebtedness and other securities issued by any other Person and owned by such Person, all loans,
advances, or extensions of credit to, or contributions to the capital of, any other Person, all
purchases of the securities or business or integral part of the business of any other Person and
commitments and options to make such purchases, all interests in real property, and all other
investments; provided, however, that the term “Investment” shall not include (i)
equipment, inventory and other tangible personal property acquired in the ordinary course of
business, or (ii) current trade and customer accounts receivable for services rendered in the
ordinary course of business and payable in accordance with customary trade terms. In determining
the aggregate amount of Investments outstanding at any particular time: (a) there shall be
included as an Investment all interest accrued with respect to Indebtedness constituting an
Investment unless and until such interest is paid; (b) there shall be deducted in respect of each
Investment any amount received as a return of capital; (c) there shall not be deducted in respect
of any Investment any amounts received as earnings on such Investment, whether as dividends,
interest or otherwise, except that accrued interest included as provided in the foregoing clause
(a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any
decrease in the value thereof.



     Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit
and any successor thereto.



     Joinder Agreement. The Joinder Agreement with respect to this Agreement, the Notes
and Indemnity Agreement to be executed and delivered pursuant to §5.5 by any Additional Subsidiary
Borrower, such Joinder Agreement to be substantially in the form of Exhibit C hereto.



     KeyBank. As defined in the preamble hereto.



     Land Assets. Land with respect to which the commencement of grading, construction of
improvements (other than improvements that are not material and are temporary in nature) or
infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence
within the following twelve (12) months.



     Leased Rate. With respect to Real Estate at any time, the ratio, expressed as a
percentage, of (a) the Net Rentable Area of such Real Estate actually leased by tenants that are
not affiliated with the Borrowers and paying rent at rates not materially less than rates generally
prevailing at the time the applicable lease was entered into, pursuant to binding leases as to
which no default has occurred and has continued unremedied for 30 or more days to (b) the aggregate
Net Rentable Area of such Real Estate.



     Leases. Leases, licenses and agreements, whether written or oral, relating to the use
or occupation of space in any Building or of any Real Estate.



     Legal Requirements shall mean all applicable federal, state, county and local laws,
by-laws, rules, regulations, codes and ordinances, and the requirements of any governmental agency



15









 







or authority having or claiming jurisdiction with respect thereto, including, but not limited to,
those applicable to zoning, subdivision, building, health, fire, safety, sanitation, the protection
of the handicapped, and environmental matters and shall also include all orders and directives of
any court, governmental agency or authority having or claiming jurisdiction with respect thereto.



     Lenders. KeyBank, the other lending institutions which are party hereto and any other
Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any
participant as described in §18); and collectively, the Revolving Credit Lenders and the Swing Loan
Lender. The Issuing Lender shall be a Revolving Credit Lender, as applicable.



     Letter of Credit. Any standby letter of credit issued at the request of the Borrowers
and for the account of the Borrowers in accordance with §2.10.



     Letter of Credit Liabilities. At any time and in respect of any Letter of Credit, the
sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid
principal amount of all drawings made under such Letter of Credit which have not been repaid
(including repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving
Credit Lender (other than the Revolving Credit Lender acting as the Issuing Lender) shall be deemed
to hold a Letter of Credit Liability in an amount equal to its participation interest in the
related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing Lender
shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in
the related Letter of Credit after giving effect to the acquisition by the Revolving Credit Lenders
other than the Revolving Credit Lender acting as the Issuing Lender of their participation
interests under such Section.



     Letter of Credit Request. See §2.10(a).



     LIBOR. For any LIBOR Rate Loan for any Interest Period, the average rate as shown in
Dow Jones Markets (formerly Telerate) (Page 3750) (or any successor to Dow Jones Markets, or if
such Person no longer reports such rate as determined by Agent, by another commercially available
source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered
by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on
the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a
maturity approximately equal to such Interest Period and in an amount approximately equal to the
amount to which such Interest Period relates, adjusted for reserves and taxes if required by future
regulations. If Dow Jones Markets or such other Person approved by Agent described above no
longer reports such rate or Agent determines in good faith that the rate so reported no longer
accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue
interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a
Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount
determined above divided by an amount equal to 1 minus the Reserve Percentage.



     LIBOR Business Day. Any day on which commercial banks are open for international
business (including dealings in Dollar deposits) in London, England.



16









 





     LIBOR Lending Office. Initially, the office of each Lender designated as such on
Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be
making or maintaining LIBOR Rate Loans.



     LIBOR Rate Loans. Collectively the Revolving Credit LIBOR Rate Loans.



     Lien. See §8.2.



     Loan Documents. This Agreement, the Notes, the Letter of Credit Request, the Security
Documents and all other documents, instruments or agreements now or hereafter executed or delivered
by or on behalf of the Borrowers in connection with the Loans.



     Loan Request. See §2.7.



     Loan and Loans. An individual loan or the aggregate loans (including a
Revolving Credit Loan (or Loans), and a Swing Loan (or Loans)), as the case may be, to be made by
the Lenders hereunder. All Loans shall be made in Dollars. Amounts drawn under a Letter of Credit
shall also be considered Revolving Credit Loans as provided in §2.10(f).



     Majority Lenders. As of any date, any Revolving Credit Lender or collection of
Lenders whose aggregate Revolving Credit Commitment Percentage is greater than fifty percent (50%);
provided that in determining said percentage at any given time, all the existing Revolving Credit
Lenders that are Defaulting Lenders will be disregarded and excluded and the Revolving Credit
Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes
only to exclude the Revolving Credit Commitment Percentages of such Defaulting Lenders.



     Management Agreements. Written agreements providing for the management of the
Mortgaged Properties or any of them.



     Material Adverse Effect. A material adverse effect on (a) the business, properties,
assets, financial condition or results of operations of Parent Borrower and its Subsidiaries
considered as a whole; (b) the ability of Parent Borrower or any Subsidiary Borrower to perform any
of its material obligations under the Loan Documents; or (c) the validity or enforceability of any
of the Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.



     Moody’s. Moody’s Investor Service, Inc.



     Mortgaged Property or Mortgaged Properties. The Eligible Real Estate owned, or leased
pursuant to a ground lease approved by the Required Lenders in their reasonable discretion, by
Parent Borrower or a Subsidiary Borrower which is security for the Obligations pursuant to the
Mortgages.



     Mortgages. The Mortgages, Deeds to Secure Debt and/or Deeds of Trust from Parent
Borrower or a Subsidiary Borrower to the Agent for the benefit of the Lenders (or to trustees named
therein acting on behalf of the Agent for the benefit of the Lenders) now or hereafter delivered
to secure the Obligations, as the same may be modified or amended.



17









 





     Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA
maintained or contributed to by any Borrower or any ERISA Affiliate.



     Net Income (or Loss). With respect to any Person (or any asset of any Person) for any
period, the net income (or loss) of such Person (or attributable to such asset), determined in
accordance with GAAP.



     Net Offering Proceeds. The gross cash proceeds received by Parent Borrower or any of
its Subsidiaries or REIT as a result of an Equity Offering less the customary and
reasonable costs, expenses and discounts paid by Parent Borrower or such Subsidiary or REIT in
connection therewith.



     Net Operating Income. For any Real Estate and for a given period, an amount equal to
the sum of (a) the rents, common area reimbursements and other income for such Real Estate for such
period received in the ordinary course of business from tenants in occupancy (excluding pre-paid
rents and revenues and security deposits except to the extent applied in satisfaction of tenants’
obligations for rent) minus (b) all expenses paid or accrued and related to the ownership,
operation or maintenance of such Real Estate for such period, including, but not limited to, taxes,
assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping
expenses, marketing expenses, and general and administrative expenses (excluding general overhead
expenses of Parent Borrower and its Subsidiaries and any asset management fees), minus (c)
management expenses of such Real Estate equal to three percent (3.0%) of the gross revenues from
such Real Estate, minus (d) all rents, common area reimbursements and other income for such
Real Estate received from tenants in default of obligations under their lease or with respect to
leases as to which the tenant or any guarantor thereunder is subject to any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar
debtor relief proceeding unless such tenant has expressly assumed its obligations under the
applicable lease in such proceeding.



     Net Rentable Area. With respect to any Real Estate, the “Net Rentable Operating
Square Footage” as defined in REIT’s most recent S-11.



     Non Excluded Taxes. See §4.4(b).



     Non-Recourse Exclusions. With respect to any Non-Recourse Indebtedness of any Person,
any usual and customary exclusions from the non-recourse limitations governing such Indebtedness,
including, without limitation, exclusions for claims that (i) are based on fraud, intentional
misrepresentation, misapplication or misappropriation of funds, gross negligence or willful
misconduct (ii) result from intentional mismanagement of or waste at the Real Property securing
such Non-Recourse Indebtedness, or (iii) arise from the presence of Hazardous Substances on the
Real Property securing such Non-Recourse Indebtedness (whether contained in a loan agreement,
promissory note, indemnity agreement or other document), or (iv) are the result of any unpaid real
estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity
agreement or other document).



     Non-Recourse Indebtedness. Indebtedness of Parent Borrower, its Subsidiaries or an
Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than a



18









 




Mortgaged Property) or interests therein or equipment and which is not a general obligation of
Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness
having recourse solely to the parcels of Real Estate, or interests therein, securing such
Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as
applicable (except for recourse against the general credit of the Parent Borrower or its
Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that
in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse
Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse
Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also
include Indebtedness of a Subsidiary of Parent Borrower that is not a Subsidiary Borrower or of an
Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such
Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the
Borrowers and which does not constitute Indebtedness of any other Person (other than such
Subsidiary or Unconsolidated Affiliate which is the borrower thereunder).




     Notes. Collectively, the Revolving Credit Notes and the Swing Loan Note.



     Notice. See §19.



     Obligations. The term “Obligations” shall mean and include:



     A. The payment of the principal sum, interest at variable rates, charges and indebtedness
evidenced by the Notes including any extensions, renewals, replacements, increases, modifications
and amendments thereof, in the original aggregate amount of up to ONE HUNDRED TEN MILLION DOLLARS
($110,000,000) given by Borrowers to the order of the respective Lenders, as such amount may be
increased in accordance with the provisions of §2.11 hereof;



     B. The payment, performance, discharge and satisfaction of each covenant, warranty,
representation, undertaking and condition to be paid, performed, satisfied and complied with by
Borrowers under and pursuant to this Credit Agreement or the other Loan Documents;



     C. The payment of all costs, expenses, legal fees and liabilities incurred by Agent and the
Lenders in connection with the enforcement of any of Agent’s or any Lender’s rights or remedies
under this Credit Agreement or the other Loan Documents, or any other instrument, agreement or
document which evidences or secures any other obligations or collateral therefor, whether now in
effect or hereafter executed; and



     D. The payment, performance, discharge and satisfaction of all other liabilities and
obligations of any Borrower to Agent or any Lender, whether now existing or hereafter arising,
direct or indirect, absolute or contingent, and including, without limitation express or implied
upon the generality of the foregoing, each liability and obligation of any Borrower under any one
or more of the Loan Documents and any amendment, extension, modification, replacement or recasting
of any one or more of the instruments, agreements and documents referred to in this Credit
Agreement or any other Loan Document or executed in connection with the transactions contemplated
by this Credit Agreement or any other Loan Document.




19











 





     OFAC. Office of Foreign Asset Control of the Department of the Treasury of the
United States of America.



     Off-Balance Sheet Obligations. Liabilities and obligations of Parent Borrower, any
Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in the
SEC Off-Balance Sheet Rules) which Parent Borrower would be required to disclose in the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of
Parent Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which Parent Borrower is
required to file with the SEC or would be required to file if it were subject to the jurisdiction
of the SEC (or any Governmental Authority substituted therefore having jurisdiction over Parent
Borrower). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure
in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act
Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).



     Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of
any date of determination. With respect to Letters of Credit, the aggregate undrawn face amount of
issued Letters of Credit.



     Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to
time, and corresponding provisions of future laws.



     PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any
successor entity or entities having similar responsibilities.



     Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2.



     Person. Any individual, corporation, limited liability company, partnership, trust,
unincorporated association, or other legal entity, and any government or any governmental agency or
political subdivision thereof.



     Plan Assets. Assets of any employee benefit plan subject to Part 4, Subtitle B, Title
I of ERISA.



     Post Closing Letter. That certain letter agreement of even date herewith entered into
by and among the Agent and the Borrowers.



     Potential Collateral. Any property of Parent Borrower or a Subsidiary Borrower which
is not at the time included in the Collateral and which consists of (i) Eligible Real Estate, or
(ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the
Required Lenders and the completion and delivery of Eligible Real Estate Qualification Documents.



     Preferred Distributions. For any period and without duplication, all Distributions
paid, declared but not yet paid or otherwise due and payable during such period on Preferred
Securities issued by Parent Borrower or any of its Subsidiaries or REIT. Preferred Distributions
shall not include dividends or distributions (a) paid or payable solely in Equity Interests of



20









 




identical class payable to holders of such class of Equity Interests; or (b) paid or payable
to Parent Borrower or any of its Subsidiaries.




     Preferred Securities. With respect to any Person, Equity Interests in such Person,
which are entitled to preference or priority over any other Equity Interest in such Person in
respect of the payment of dividends or distribution of assets upon liquidation, or both.



     Pricing Level. Such term shall have the meaning established within the definition of
Applicable Margin.



     Real Estate. All real property at any time owned or leased (as lessee or sublessee)
by a Borrower or any of their respective Subsidiaries, including, without limitation, the Mortgaged
Properties.



     Recourse Indebtedness. As of any date of determination, any Indebtedness (whether
secured or unsecured) which is recourse to Parent Borrower or any of its Subsidiaries. Recourse
Indebtedness shall not include Non-Recourse Indebtedness.



     Register. See §18.2.



     REIT. CoreSite Realty Corporation, a Maryland corporation.



     REIT Status. With respect to a Person, its status as a real estate investment trust
as defined in §856(a) of the Code.



     Release. See §6.20(c)(iii).



     Removal
Conditions. The satisfaction by the Borrower of each of the following after
giving effect to the requested release:



     (a) there is a minimum of six (6) Mortgaged Properties;



     (b) the Gross Asset Value of the remaining Mortgaged Properties is at least $300,000,000, with
no individual Mortgaged Property accounting for more than twenty percent (20%) of the total Gross
Asset Value of the Mortgaged Properties; and



     (c) the Debt Yield of the remaining Mortgaged Properties is at least 18% based on the then
outstanding Loans and Letter of Credit Liabilities.



     Rent Roll. A report prepared by the Borrowers showing for each Mortgaged Property
owned or leased by Borrowers, its occupancy, tenants, lease expiration dates, lease rent and other
information in substantially the form presented to Agent on or prior to the date hereof.



     Required Lenders. As of any date, the Lender or Lenders whose aggregate Commitment
Percentage is equal to or greater than sixty six and 7/10 percent (66.7%) of the Total Commitment;
provided that in determining said percentage at any given time, all then existing Defaulting
Lenders will be disregarded and excluded and the Commitment Percentages of the



21









 




Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages
of such Defaulting Lenders.




     Reserve Percentage. For any Interest Period, that percentage which is specified three
(3) Business Days before the first day of such Interest Period by the Board of Governors of the
Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority
with jurisdiction over Agent or any Lender for determining the maximum reserve requirement
(including, but not limited to, any marginal reserve requirement) for Agent or any Lender with
respect to liabilities constituting of or including (among other liabilities) Eurocurrency
liabilities in an amount equal to that portion of the Loan affected by such Interest Period and
with a maturity equal to such Interest Period.



     Revolving Credit Base Rate Loans. Revolving Credit Loans bearing interest calculated
by reference to the Base Rate.



     Revolving Credit Commitment. With respect to each Revolving Credit Lender, the amount
set forth on Schedule 1.1 hereto as the amount of such Revolving Credit Lender’s Revolving
Credit Commitment to make or maintain Revolving Credit Loans (other than Swing Loans) to the
Borrowers, to participate in Letters of Credit for the account of the Borrowers and to participate
in Swing Loans to the Borrowers, as the same may be changed from time to time in accordance with
the terms of this Agreement.



     Revolving Credit Commitment Percentage. With respect to each Revolving Credit Lender,
the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Lender’s
percentage of the Total Commitment, as the same may be changed from time to time in accordance with
the terms of this Agreement; provided that if the Revolving Credit Commitments of the Revolving
Credit Lenders have been terminated as provided in this Agreement, then the Revolving Credit
Commitment of each Revolving Credit Lender shall be determined based on the Revolving Credit
Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and
after giving effect to any subsequent assignments made pursuant to the terms hereof.



     Revolving Credit Lender. Collectively, the Lenders which have a Revolving Credit
Commitment, the initial Revolving Credit Lenders being identified on Schedule 1.1 hereto.



     Revolving Credit LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated
by reference to LIBOR.



     Revolving Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate
Revolving Credit Loans, as the case may be, in the maximum principal amount of $110,000,000
(subject to increase as provided in §2.11) to be made by the Revolving Credit Lenders hereunder as
more particularly described in §2. Without limiting the foregoing, Revolving Credit Loans shall
also include Revolving Credit Loans made pursuant to §2.10(f).



     Revolving Credit Maturity Date. September 28, 2013, as such date may be extended as
provided in §2.12, or such earlier date on which the Revolving Credit Loans shall become due and
payable pursuant to the terms hereof.



22









 





     Revolving Credit Notes. See §2.2.



     SEC. The federal Securities and Exchange Commission.



     Secured Debt. With respect to Borrowers or any of their Subsidiaries as of any given
date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis
outstanding at such date and that is secured in any manner by any Lien.



     Security Documents. Collectively, the Joinder Agreements, the Mortgages, the
Assignments of Leases and Rents, the Assignment of Interests, the Indemnity Agreements, UCC-1
financing statements and any further collateral assignments to the Agent for the benefit of the
Lenders.



     S&P. Standard & Poor’s Ratings Group.



     Stabilized Property. A completed project that has achieved a Leased Rate of at least
eighty-five percent (85%), provided that a Development Property on which all improvements related
to the development of such Real Estate have been substantially completed (excluding tenant
improvements) for at least eighteen (18) months shall constitute a Stabilized Property. Once a
project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property.



     State. A state of the United States of America and the District of Columbia.



     Subordination, Attornment and Non-Disturbance Agreement. An agreement among the
Agent, a Borrower and a tenant under a Lease pursuant to which such tenant agrees to subordinate
its rights under the Lease to the lien or security title of the applicable Mortgage and agrees to
recognize the Agent or its successor in interest as landlord under the Lease in the event of a
foreclosure under such Mortgage, and the Agent agrees to not disturb the possession of such tenant,
such agreement to be in form and substance reasonably satisfactory to Agent.



     Subsidiary. For any Person, any corporation, partnership, limited liability company
or other entity of which at least a majority of the securities or other ownership interests having
by the terms thereof ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions of such corporation, partnership, limited liability company or
other entity (without regard to the occurrence of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of
which are consolidated with those of such Person pursuant to GAAP.



     Subsidiary Borrowers. CoreSite Real Estate 70 Innerbelt, L.L.C., a Delaware limited
liability company, CoreSite Real Estate 900 N. Alameda, L.L.C., a Delaware limited liability
company, CoreSite Real Estate 2901 Coronado, L.L.C., a Delaware limited liability company and
CoreSite Real Estate 1656 McCarthy, L.L.C., a Delaware limited liability company, and any
Additional Subsidiary Borrower that is the direct or indirect owner of a Mortgaged Property.



     Survey. An instrument survey of each parcel of Mortgaged Property prepared by a
registered land surveyor which shall show the location of all buildings, structures, easements and



23









 




utility lines on such property, shall be sufficient to remove the standard survey exception
from the Title Policy, shall show that all buildings and structures are within the lot lines of the
Mortgaged Property and shall not show any encroachments by others (or to the extent any
encroachments are shown, such encroachments shall be acceptable to the Agent in its reasonable
discretion), shall show rights of way, adjoining sites, establish building lines and street lines,
the distance to and names of the nearest intersecting streets and such other details as the Agent
may reasonably require; and shall show whether or not the Mortgaged Property is located in a flood
hazard district as established by the Federal Emergency Management Agency or any successor agency
or is located in any flood plain, flood hazard or wetland protection district established under
federal, state or local law and shall otherwise be in form and substance reasonably satisfactory to
the Agent.




     Surveyor Certification. With respect to each parcel of Mortgaged Property, a
certificate executed by the surveyor who prepared the Survey with respect thereto, dated as of a
recent date and containing such information relating to such parcel as the Agent may reasonably
require, such certificate to be reasonably satisfactory to the Agent in form and substance.



     Swing Loan. See §2.5(a).



     Swing Loan Lender. KeyBank, in its capacity as Swing Loan Lender and any successor
thereof.



     Swing Loan Commitment. The sum of $20,000,000, as the same may be changed from time
to time in accordance with the terms of this Agreement.



     Swing Loan Note. See §2.5(b).



     Taking. The taking or appropriation (including by deed in lieu of condemnation) of
any Mortgaged Property, or any part thereof or interest therein, whether permanently or
temporarily, for public or quasi-public use under the power of eminent domain, by reason of any
public improvement or condemnation proceeding, or in any other manner or any damage or injury or
diminution in value through condemnation, inverse condemnation or other exercise of the power of
eminent domain.



     Taxes. Any present or future taxes, levies, imposts, duties, charges, fees, or
similar deductions or withholdings that are imposed by any Governmental Authority.



     The Carlyle Group. Collectively, Carlyle Realty Partners II, L.P., Carlyle Realty
Partners III, L.P., Carlyle Realty Partners IV, L.P., Carlyle Realty Partners V, L.P. and Carlyle
Partners II, L.P., and each of their respective Affiliates (other than their respective portfolio
companies).



     Titled Agents. The Arrangers, and any co-syndication agents or documentation agent.



     Title Insurance Company. Any title insurance company or companies approved by the
Agent and the Parent Borrower.



     Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard
form title insurance policy (or, if such form is not available, an equivalent, legally promulgated
form



24









 




of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title
Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance
to be with direct access endorsements to the extent available under applicable law) in an amount as
the Agent may reasonably require based upon the fair market value of the applicable Mortgaged
Property insuring the priority of the Mortgage thereon and that a Borrower holds marketable fee
simple title or a valid and subsisting leasehold interest to such parcel, subject only to the
encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard
exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under
Leases and liens for taxes not yet due and payable) or matters which would be shown by a survey,
shall not insure over any matter except to the extent that any such affirmative insurance is
acceptable to the Agent in its reasonable discretion, and shall contain if available in the State
in which the Real Estate is located, (a) a revolving credit endorsement and (b) such other
endorsements and affirmative insurance as the Agent may reasonably require, including but not
limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a
usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi)
a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in
respect of other Mortgaged Property, (vii) a “first loss” endorsement, and (viii) a utility
location endorsement.




     Total Commitment. The sum of the Commitments of the Lenders, as in effect from time
to time. As of the date of this Agreement, the Total Commitment is One Hundred Ten Million and
No/100 Dollars ($110,000,000). The Total Commitment may increase in accordance with §2.11.



     Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.



     Unconsolidated Affiliate. In respect of any Person, any other Person in whom such
Person holds an Investment, (a) whose financial results would not be consolidated under GAAP with
the financial results of such first Person on the consolidated financial statements of such first
Person, or (b) which is not a Subsidiary of such first Person.



     Unconsolidated Subsidiary. In respect of any Person, any other Person in whom such
Person holds an Investment, whose financial results would not be consolidated under GAAP with the
financial results of such first Person on the consolidated financial statements of such first
Person.



     Unhedged Variable Rate Debt. Any Indebtedness with respect to which the interest is
not fixed (or hedged to a fixed rate) for the entire term of such Indebtedness to maturity.



     Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of
(a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash
Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the
specified asset is not subject to any escrow, reserves or Liens or claims of any kind in favor of
any Person.



     Unsecured Debt. Indebtedness of the Borrowers and their Subsidiaries outstanding at
any time which is not Secured Indebtedness.



25









 





     Wholly Owned Subsidiary. As to Parent Borrower, any Subsidiary of Parent Borrower
that is directly or indirectly owned 100% by Parent Borrower.



     §1.2 Rules of Interpretation.



          (a) A reference to any document or agreement shall include such document or agreement as
amended, modified or supplemented from time to time in accordance with its terms and the terms of
this Agreement.



          (b) The singular includes the plural and the plural includes the singular.



          (c) A reference to any law includes any amendment or modification of such law.



          (d) A reference to any Person includes its permitted successors and permitted assigns.



          (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP
applied on a consistent basis by the accounting entity to which they refer.



          (f) The words “include”, “includes” and “including” are not limiting.



          (g) The words “approval” and “approved”, as the context requires, means an approval in writing
given to the party seeking approval after full and fair disclosure to the party giving approval of
all material facts necessary in order to determine whether approval should be granted.



          (h) All terms not specifically defined herein or by GAAP, which terms are defined in the
Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them
therein.



          (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise
indicated.



          (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this
Agreement as a whole and not to any particular section or subdivision of this Agreement.



          (k) In the event of any change in generally accepted accounting principles after the date
hereof or any other change in accounting procedures pursuant to §7.3 which would affect the
computation of any financial covenant, ratio or other requirement set forth in any Loan Document,
then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall
negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan
Documents such that such financial covenant, ratio or other requirement shall continue to provide
substantially the same financial tests or restrictions of the Borrowers as in effect prior to such
accounting change, as determined by the Required Lenders in their good faith judgment. Until such
time as such amendment shall have been executed and delivered by the Borrowers,



26









 




the Agent and the Required Lenders, such financial covenants, ratio and other requirements,
and all financial statements and other documents required to be delivered under the Loan Documents,
shall be calculated and reported as if such change had not occurred.



§2. THE CREDIT FACILITY.




     §2.1 Revolving Credit Loans. Subject to the terms and conditions set forth in this Agreement and the Post Closing
Letter, each of the Revolving Credit Lenders severally agrees to lend to the Borrowers, and the
Borrowers may borrow (and repay and reborrow) from time to time between the Closing Date and the
Revolving Credit Maturity Date upon notice by the Borrowers to the Agent given in accordance with
§2.7, such sums as are requested by the Borrowers for the purposes set forth in §2.9 up to a
maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at
any one time equal to the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment
and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (A)
the Borrowing Base Availability minus (B) the sum of (1) the amount of all outstanding
Revolving Credit Loans and Swing Loans, and (2) the aggregate amount of Letter of Credit
Liabilities; provided, that, in all events no Default or Event of Default shall have
occurred and be continuing; and provided, further, that the outstanding principal
amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans
and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or cause a
violation of the covenant set forth in §9.1. The Revolving Credit Loans shall be made pro
rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment
Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation
and warranty by the Borrowers that all of the conditions required of Borrowers set forth in §10 and
§11 have been satisfied on the date of such request, and to the extent all of the conditions
required of Borrowers set forth in §10 and §11 are not satisfied or deemed satisfied as of the date
of such request, such shall not result in any Material Adverse Effect. The Agent may assume that
the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a
Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender
shall have any obligation to make Revolving Credit Loans to Borrowers in the maximum aggregate
principal outstanding balance of more than the principal face amount of its Revolving Credit Note
or its Commitment, as applicable.



     §2.2 Notes. The Revolving Credit Loans shall, if requested by each Lender, be evidenced by separate
promissory notes of the Borrowers in substantially the form of Exhibit A hereto
(collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as
otherwise provided in §18.3) and completed with appropriate insertions. One Revolving Credit Note
shall be payable to the order of each Revolving Credit Lender which so requests the issuance of a
Revolving Credit Note in the principal amount equal to such Revolving Credit Lender’s Revolving
Credit Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by such
Revolving Credit Lender, plus interest accrued thereon, as set forth below.



     §2.3 Facility Unused Fee. The Borrowers agree to pay to the Agent for the account of the Revolving Credit Lenders
(other than any Defaulting Lender) in accordance with their respective Revolving Credit Commitment
Percentages a facility unused fee calculated at the rate



27









 







per annum as set forth below on the
average daily amount by which the Total Commitment exceeds the outstanding principal amount of
Revolving Credit Loans, Swing Loans and the face amount of Letters of Credit Outstanding during
each calendar quarter or portion thereof commencing on the date hereof and ending on the Revolving
Credit Maturity Date; provided such fee shall not accrue until one hundred and twenty (120) days
after the Closing Date. The facility unused fee shall be calculated for each day based on the
ratio (expressed as a percentage) of (a) the average daily amount of the outstanding principal
amount of the Revolving Credit Loans and Swing Loans and the face amount of Letters of Credit
Outstanding during such quarter to (b) the Total Commitment, and if such ratio is less than or
equal to fifty percent (50%), the facility unused fee shall be payable at the rate of 0.50%, and if
such ratio is greater than fifty percent (50%), the facility unused fee shall be payable at the
rate of 0.40%. The facility unused fee shall be payable quarterly in arrears on the fifth
(5th) day of each calendar quarter for the immediately preceding calendar quarter or
portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced
or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date.



     §2.4 Reduction and Termination of the Revolving Credit Commitments. The Borrowers shall have the right at any time and from time to time upon five (5) Business
Days’ prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of
$1,000,000 in excess thereof (provided that in no event shall the Total Commitment be
reduced in such manner to an amount less than $50,000,000) or to terminate entirely the Revolving
Credit Commitments, whereupon the Revolving Credit Commitments of the Revolving Credit Lenders
shall be reduced pro rata in accordance with their respective Revolving Credit Commitment
Percentages of the amount specified in such notice or, as the case may be, terminated, any such
termination or reduction to be without penalty except as otherwise set forth in §4.8;
provided, however, that no such termination or reduction shall be permitted if,
after giving effect thereto, the sum of Outstanding Revolving Credit Loans, the Outstanding Swing
Loans and the Letter of Credit Liabilities would exceed the Revolving Credit Commitments of the
Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any notice from the
Borrowers delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of
the substance thereof. Any reduction of the Revolving Credit Commitments shall also result in a
proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the maximum
amount of Swing Loans and Letters of Credit. Upon the effective date of any such reduction or
termination, the Borrowers shall pay to the Agent for the respective accounts of the Revolving
Credit Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the
reduction. No reduction or termination of the Revolving Credit Commitments may be reinstated.



     §2.5 Swing Loan Commitment.



          (a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees
to lend to the Borrowers (the “Swing Loans”), and the Borrowers may borrow (and repay and reborrow)
from time to time between the Closing Date and the date which is five (5) Business Days prior to
the Revolving Credit Maturity Date upon notice by the Borrowers to the Swing Loan Lender given in
accordance with this §2.5, such sums as are requested by the Borrowers for the purposes set forth
in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan
Commitment; provided that in all events (i) no Default or Event of Default shall have
occurred and be continuing; (ii) no Revolving



28









 







Credit Lender shall be a Defaulting Lender (provided
Swing Loan Lender may, in its sole discretion, be entitled to waive this condition); (iii) the
outstanding principal amount of the Revolving Credit Loans and Swing Loans (after giving effect to
all amounts requested) plus Letter of Credit Liabilities shall not at any time exceed the
Total Commitment; and (iv) the outstanding principal amount of the Revolving Credit Loans and Swing
Loans (after giving effect to all amounts requested), plus Letter of Credit Liabilities shall not
at any time exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Availability.
Swing Loans shall constitute “Revolving Credit Loans” for all purposes hereunder. The funding of a
Swing Loan hereunder shall constitute a representation and warranty by the Borrowers that all of
the conditions set forth in §10 and §11 have been satisfied on the date of such funding. The Swing
Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan
Lender has received written notice from a Revolving Credit Lender that such conditions have not
been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the date
such Swing Loan was provided and Borrowers hereby agree (to the extent not repaid as contemplated
by §2.5(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days
from the date such Swing Loan was provided.



          (b) The Swing Loans shall be evidenced by a separate promissory note of the Borrowers in
substantially the form of Exhibit B hereto (the “Swing Note”), dated the date of this
Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the
order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and
shall be payable as set forth below.



          (c) Borrowers shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request
executed by an Authorized Officer no later than 1:00 p.m. (Eastern time) on the requested Drawdown
Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of
$1,000,000) and providing the wire instructions for the delivery of the Swing Loan proceeds. The
Loan Request shall also contain the statements and certifications required by §2.7(i) and (ii).
Each such Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the
Borrowers to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the
contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the
Applicable Margin for Revolving Credit Base Rate Loans. The proceeds of the Swing Loan will be
disbursed by wire by the Swing Loan Lender to the Borrowers no later than 3:00 p.m. (Eastern time).



          (d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with
respect to such Swing Loan, request each Revolving Credit Lender, including the Swing Loan Lender,
to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such Revolving Credit
Lender’s Revolving Credit Commitment Percentage of
the amount of the Swing Loan outstanding on the date such notice is given. In the event that
the Borrowers do not notify the Agent in writing otherwise on or before noon (Eastern time) of the
second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent
shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a Revolving
Credit LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such
Revolving Credit LIBOR Rate Loan will not be in contravention of any other provision of this
Agreement, or if the making of a Revolving Credit LIBOR Rate Loan would be in contravention of this
Agreement, then such notice shall indicate that such loan shall be a



29









 







Revolving Credit Base Rate
Loan. Borrowers hereby irrevocably authorize and direct the Swing Loan Lender to so act on its
behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender
pursuant to this §2.5(d) shall be considered a Revolving Credit Loan pursuant to §2.1. Unless any
of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event
the procedures of §2.5(e) shall apply), each Revolving Credit Lender shall make the proceeds of its
Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan Lender
at the Agent’s Head Office prior to 12:00 noon (Eastern time) in funds immediately available no
later than the third (3rd) Business Day after the date such notice is given just as if the
Revolving Credit Lenders were funding directly to the Borrowers, so that thereafter such
Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving
Credit Loan shall be immediately applied to repay the Swing Loans.



          (e) If for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to
§2.5(d) (including due to a Defaulting Lender’s failure to fund), each Revolving Credit Lender
will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an
undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit
Commitment Percentage of such Swing Loan (or portion thereof). Each Revolving Credit Lender will
immediately transfer to the Swing Loan Lender in immediately available funds the amount of its
participation and upon receipt thereof the Swing Loan Lender will deliver to such Revolving Credit
Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such
amount.



          (f) Whenever at any time after the Swing Loan Lender has received from any Revolving Credit
Lender such Revolving Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender
receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving
Credit Lender its participation interest in such amount (appropriately adjusted in the case of
interest payments to reflect the period of time during which such Revolving Credit Lender’s
participating interest was outstanding and funded); provided, however, that in the
event that such payment received by the Swing Loan Lender is required to be returned, such
Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously
distributed by the Swing Loan Lender to it.



          (g) Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in
§2.5(d) or to purchase participation interests pursuant to §2.5(e) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without limitation, (i) any
setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the
Borrowers may have against the Swing Loan Lender, the Borrowers or anyone else for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an
Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the
Borrowers or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the
other Loan Documents by the Borrowers or any Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not
so purchased or converted may be treated by the Agent and Swing Loan Lender as against such
Revolving Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing
Revolving Credit Lender as contemplated by §2.8 and §12.5, and shall have such rights and remedies
against such Revolving Credit Lender as are set forth in



30









 







§§2.8, 12.5 and 14.5. Each Swing Loan,
once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but
shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit
Commitment.



     §2.6 Interest on Loans.



          (a) Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with
the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is
repaid or converted to a Revolving Credit LIBOR Rate Loan at the rate per annum equal to the sum of
the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans.



          (b) Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with
the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto
at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the
Applicable Margin for Revolving Credit LIBOR Rate Loans.



          (c) The Borrowers promise to pay interest on each Loan in arrears on each Interest Payment
Date with respect thereto.



          (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as
provided in §4.1.



     §2.7 Requests for Revolving Credit Loans. Except with respect to the initial Revolving Credit Loan on the Closing Date, the Borrowers
shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit
D hereto (or telephonic notice confirmed in writing in the form of Exhibit D hereto) of
each Revolving Credit Loan requested hereunder (a “Loan Request”) by 1:00 p.m. (Eastern time) one
(1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate
Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to Revolving
Credit LIBOR Rate Loans. Each such notice shall specify with respect to the requested Revolving
Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving
Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the
Drawdown Date. Promptly upon receipt of any such notice, the Agent shall notify each of the
Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the
Borrowers and shall obligate the Borrowers to accept the Revolving Credit Loan requested from the
Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrowers
from seeking recourse against any Revolving
Credit Lender that fails to advance its proportionate share of a requested Revolving Credit
Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base
Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess
thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000
or an integral multiple of $250,000 in excess thereof; provided, however, that
there shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time.



31









 





     §2.8 Funds for Loans.



          (a) Not later than 3:00 p.m. (Eastern time) on the proposed Drawdown Date of any Revolving
Credit Loans, each of the Revolving Credit Lenders will make available to the Agent, at the Agent’s
Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of
the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt
from each such Revolving Credit Lender of such amount, and upon receipt of the documents required
by §10 and §11 and the satisfaction of the other conditions set forth therein, to the extent
applicable, the Agent will make available to the Borrowers the aggregate amount of such Revolving
Credit Loans made available to the Agent by the Revolving Credit Lenders by crediting such amount
to the account of the Borrowers maintained at the Agent’s Head Office. The failure or refusal of
any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any
Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any
other Revolving Credit Lender from its several obligation hereunder to make available to the Agent
the amount of such other Lender’s Commitment Percentage of any requested Loans, including any
additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof
to provide funds to replace those not advanced by the Lender so failing or refusing. In the event
of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a
priority secured position as against the Lender or Lenders so failing or refusing to make available
to the Borrowers the amount of its or their Commitment Percentage for such Loans as provided in
§12.5.



          (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown
Date that such Lender will not make available to Agent such Lender’s Commitment Percentage of a
proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to
Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in
reliance upon such assumption make such Loan available to the Borrowers, and such Lender shall be
liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding
amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrowers, and the
Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be
entitled to recover from the Lender or the Borrowers, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding amount was made
available by the Agent to the Borrowers to the date such corresponding amount is recovered by the
Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan or
(ii) from a Lender at the Federal Funds Effective Rate.



     §2.9 Use of Proceeds. The Borrowers will use the proceeds of the Loans and the Letters of Credit solely to (a)
pay closing costs in connection with this Agreement; (b) repay existing construction loans, fund
future redevelopment and/or development projects, tenant improvements within Net Rentable Area and
property and equipment acquisitions; (c) to make Distributions permitted by this Agreement; and (d)
for general working capital purposes (including to finance direct and indirect investments in real
estate used or intended to be used as a data center).



32









 





     §2.10 Letters of Credit.



          (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time
to time from the Closing Date through the day that is thirty (30) Business Days prior to the
Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the
Borrowers may request upon the delivery of a written request in the form of Exhibit E
hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default
or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of
Credit, the Letter of Credit Liabilities shall not exceed Thirty-Five Million Dollars ($35,000,000)
but shall be automatically increased on a pro rata basis with increases in the Total Commitment,
(iii) in no event shall the sum of (A) the Revolving Credit Loans Outstanding, (B) the Swing Loans
Outstanding and (C) the amount of Letter of Credit Liabilities (after giving effect to all Letters
of Credit requested) exceed the Total Commitment, (iv) in no event shall the outstanding principal
amount of the Revolving Credit Loans, Swing Loans and Letters of Credit Liabilities (after giving
effect to any requested Letters of Credit) exceed the Total Commitment or the Borrowing Base
Availability or cause a violation of the covenant set forth in §9.1, (v) the conditions set forth
in §§10 and 11 shall have been satisfied, (vi) no Revolving Credit Lender is a Defaulting Lender
(provided Issuing Lender may, in its sole discretion, be entitled to waive this condition), unless
the Issuing Lender has entered into arrangements, including the delivery of cash collateral,
satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting
Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that
Letter of Credit and all other Letter of Credit Liabilities as to which the Issuing Lender has
actual or potential Fronting Exposure, as it may elect in its sole discretion, and (vii) in no
event shall any amount drawn under a Letter of Credit be available for reinstatement or a
subsequent drawing under such Letter of Credit. The Issuing Lender may assume that the conditions
in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender
that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by
an Authorized Officer of Borrowers. The Issuing Lender shall be entitled to conclusively rely on
such Person’s authority to request a Letter of Credit on behalf of Borrowers. The Issuing Lender
shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit
Request. The Borrowers assume all risks with respect to the use of the Letters of Credit. Unless
the Issuing Lender and the Majority Lenders otherwise consent, the term of any Letter of Credit
shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one
year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause
reasonably acceptable to Agent and Issuing Lender (but in any event the term shall not extend
beyond the Revolving Credit Maturity Date). The amount available to be drawn under any Letter of
Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total
Commitment as a Revolving Credit Loan.



          (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least three (3)
Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon
which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall
contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which
purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by an
Authorized Officer or the chief financial or chief accounting officer of Parent Borrower that the
Borrowers are and will be in compliance with all covenants under the Loan Documents after giving
effect to the issuance of such Letter of Credit. The Borrowers shall further deliver to the
Issuing Lender such additional applications (which application as of the



33









 







date hereof is in the form
of Exhibit I attached hereto) and documents as the Issuing Lender may require, in
conformity with the then standard practices of its letter of credit department applicable to all or
substantially all similarly situated borrowers, in connection with the issuance of such Letter of
Credit; provided that in the event of any conflict, the terms of this Agreement shall
control.



          (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the
Letter of Credit on or before three (3) Business Days following receipt of the documents last due
pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory
to the Issuing Lender in its reasonable discretion.



          (d) Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to
have purchased a participation therein from Issuing Lender in an amount equal to its respective
Commitment Percentage of the amount of such Letter of Credit. No Revolving Credit Lender’s
obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit
Lender’s failure to perform as required herein with respect to such Letter of Credit or any other
Letter of Credit.



          (e) Upon the issuance of each Letter of Credit, the Borrowers shall pay to the Issuing Lender
(i) for its own account, a Letter of Credit fronting fee calculated at the rate set forth in the
Agreement Regarding Fees, and (ii) for the accounts of the Revolving Credit Lenders (including the
Issuing Lender) in accordance with their respective percentage shares of participation in such
Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable
Margin then applicable to Revolving Credit LIBOR Rate Loans on the amount available to be drawn
under such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with
respect to each Letter of Credit on the fifth day of each calendar quarter following the date of
issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any
earlier date on which the Commitments shall terminate and on the expiration or return of any Letter
of Credit. In addition, the Borrowers shall pay to Issuing Lender for its own account within ten
(10) Business Days of demand of Issuing Lender the standard issuance, documentation and service
charges applicable to all or substantially all similarly situated borrowers for Letters of Credit
issued from time to time by Issuing Lender.



          (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof,
the Borrowers shall reimburse the Issuing Lender by having such amount drawn treated as an
outstanding Revolving Credit Base Rate Loan under this Agreement (Borrowers being deemed to have
requested a Revolving Credit Base Rate Loan on such date in an amount equal to the amount of such
drawing and such amount drawn shall be treated as an
outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly
notify each Revolving Credit Lender by telex, telecopy, telegram, telephone (confirmed in writing)
or other similar means of transmission, and each Revolving Credit Lender shall promptly and
unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such
Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Letter of Credit (to the
extent of the amount drawn). Borrowers further hereby irrevocably authorize and direct Agent to
notify the Revolving Credit Lenders of Borrowers’ intent to convert such Revolving Credit Base Rate
Loan to a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month on the third
(3rd) Business Day following the funding by the



34









 







Revolving Credit Lenders of their
advance under this §2.10(f), provided that the making of such Revolving Credit LIBOR Rate Loan
shall not be a contravention of any provision of this Agreement. If and to the extent any
Revolving Credit Lender shall not make such amount available on the Business Day on which such draw
is funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand,
together with interest thereon, for each day from the date on which such draw was funded until the
date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3)
days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective
Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit Lender shall
be deemed to have assigned any and all payments made of principal and interest on its Revolving
Credit Loans, amounts due with respect to its participations in Letters of Credit and any other
amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which
such Revolving Credit Lender was required to fund pursuant to this §2.10(f) until such amount has
been funded (as a result of such assignment or otherwise). In the event of any such failure or
refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority
secured position for such amounts as provided in §12.5. The failure of any Revolving Credit Lender
to make funds available to the Agent in such amount shall not relieve any other Revolving Credit
Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f).



          (g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender,
but prior to the funding of any portion thereof by a Revolving Credit Lender, for any reason a
drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving
Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been
made, purchase an undivided participation interest in the Letter of Credit in an amount equal to
its Revolving Credit Commitment Percentage of the amount of such Letter of Credit. Each Revolving
Credit Lender will immediately transfer to the Issuing Lender in immediately available funds the
amount of its participation and upon receipt thereof the Issuing Lender will deliver to such
Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of
such funds and in such amount.



          (h) Whenever at any time after the Issuing Lender has received from any Revolving Credit
Lender any such Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter
the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute
to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted
in the case of interest payments to reflect the period of time during which such Revolving Credit
Lender’s participation interest was outstanding and funded); provided, however,
that in the event that such payment received by the Issuing Lender is
required to be returned, such Revolving Credit Lender will return to the Issuing Lender any
portion thereof previously distributed by the Issuing Lender to it.



          (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any
Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of
Credit.



          (j) Borrowers assume all risks of the acts, omissions, or misuse of any Letter of Credit by
the beneficiary thereof. Neither Agent, Issuing Lender nor any Lender will be responsible for (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any



35









 







Letter of Credit or
any document submitted by any party in connection with the issuance of any Letter of Credit, even
if such document should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or
legal effect 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,
which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of
any Letter of Credit to comply fully with the conditions required in order to demand payment under
a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of
any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft
required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the
proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the
proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from
causes beyond the control of Agent or any Lender. None of the foregoing will affect, impair or
prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Lenders
hereunder. In furtherance and extension and not in limitation or derogation of any of the
foregoing, any act taken or omitted to be taken by Agent, Issuing Lender or the other Lenders in
good faith will be binding on Borrowers and will not put Agent, Issuing Lender or the other Lenders
under any resulting liability to Borrowers; provided nothing contained herein shall relieve
Issuing Lender for liability to Borrowers arising as a result of the gross negligence or willful
misconduct of Issuing Lender as determined by a court of competent jurisdiction after the
exhaustion of all applicable appeal periods.



     §2.11 Increase in Total Commitment.



          (a) Provided that no Default or Event of Default has occurred and is continuing, subject to
the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time
and from time to time before the date that is thirty (30) days prior to the Revolving Credit
Maturity Date (or the extended maturity date if Borrowers exercise their extension option pursuant
to §2.12) to request an increase in the Total Commitment to not more than $200,000,000 by giving
written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the
“Commitment Increase”), provided that any such individual increase must be in a minimum
amount of $25,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers
and shall notify the Borrowers of the amount of facility fees to be paid to any Revolving Credit
Lenders who provide an additional Revolving Credit Commitment in connection with such increase in
the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers
pursuant to the Agreement Regarding Fees).
If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a
notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them
of the Borrowers’ request to increase the Total Commitment and of the facility fees to be paid with
respect thereto. Each Revolving Credit Lender who desires to provide an additional Revolving
Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying
the amount of the additional Revolving Credit Commitment by which it is willing to provide prior to
such deadline as may be specified in the Additional Commitment Request Notice. If the requested
increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase
among the Revolving Credit Lenders who provide such commitment letters on such basis mutually
acceptable to each of the Borrowers, Agent and



36









 







Arrangers. If the additional Revolving Credit
Commitments so provided are not sufficient to provide the full amount of the Commitment Increase
requested by the Borrowers, then the Agent, Arrangers or Borrowers may, but shall not be obligated
to, invite one or more banks or lending institutions (which banks or lending institutions shall be
reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Revolving Credit Lender
and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving
Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit
Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit
Commitment Percentages which shall be applicable after the effective date of the Commitment
Increase specified therein (the “Commitment Increase Date”). In no event shall any Revolving
Credit Lender be obligated to provide an additional Revolving Credit Commitment.



          (b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit
Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable
Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each
Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit
Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the
outstanding principal amount of all Revolving Credit Loans. The participation interests of the
Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any
Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment
Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be
distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is
decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit
Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to
Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on
their Revolving Credit Commitment Percentages.



          (c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11
the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by
such Lender, execute and deliver to the Agent new Revolving Credit Notes for each Revolving Credit
Lender whose Revolving Credit Commitment has changed so that the principal amount of such Revolving
Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall
deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in
exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such
Revolving Credit Lenders. Such new Revolving Credit Notes shall provide that they are replacements
for the surrendered Revolving Credit Notes
and that they do not constitute a novation, shall be dated as of the Commitment Increase Date
and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.



          (d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and
the Revolving Credit Lenders to increase the Total Commitment pursuant to this §2.11 shall be
conditioned upon satisfaction or waiver of the following conditions precedent which must be
satisfied or waived prior to the effectiveness of any increase of the Total Commitment:



37









 





               (i) Payment of Activation Fee. The Borrowers shall pay (A) to the Agent those fees
described in and contemplated by the Agreement Regarding Fees with respect to the applicable
Commitment Increase, and (B) to the Arrangers such facility fees as the Revolving Credit Lenders
who are providing an additional Revolving Credit Commitment may require to increase the aggregate
Revolving Credit Commitment, which fees shall, when paid, be fully earned and non-refundable under
any circumstances. The Arrangers shall pay to the Revolving Credit Lenders acquiring the increased
Revolving Credit Commitment certain fees pursuant to their separate agreement; and



               (ii) No Default. On the date any Increase Notice is given and on the date such
increase becomes effective, both immediately before and after the Total Commitment is increased,
there shall exist no Default or Event of Default; and



               (iii) Representations True. The representations and warranties made by the Borrowers
in the Loan Documents or otherwise made by or on behalf of the Borrowers in connection therewith or
after the date thereof shall have been true and correct in all material respects when made and
shall also be true and correct in all material respects on the date of such Increase Notice and on
the date the Total Commitment is increased, both immediately before and after the Total Commitment
is increased; and



               (iv) Additional Documents and Expenses. The Borrowers shall execute and deliver to
Agent and the Revolving Credit Lenders such additional documents (including, without limitation,
amendments to the Security Documents), instruments, certifications and opinions as the Agent may
reasonably require, including, without limitation, a Compliance Certificate, demonstrating
compliance with all covenants set forth in the Loan Documents after giving effect to the increase,
and the Borrowers shall pay the cost of any mortgagee’s title insurance policy or any endorsement
or update thereto or any updated UCC searches, all recording costs and fees, and any and all
intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar
fees, taxes or expenses which are demanded in connection with such increase.



     §2.12 Extension of Revolving Credit Maturity Date. The Borrowers shall have the one-time right and option to extend the Revolving Credit
Maturity Date to March 28, 2014, upon satisfaction or waiver of the following conditions precedent,
which must be satisfied prior to the effectiveness of any extension of the Revolving Credit
Maturity Date:



          (a) Extension Request. The Borrowers shall deliver written notice of such request
(the “Extension Request”) to the Agent not earlier than the date which is ninety (90) days and not
later than the date which is thirty (30) days prior to the Revolving Credit Maturity Date (as
determined without regard to such extension). Any such Extension Request shall be irrevocable and
binding on the Borrowers.



          (b) Payment of Extension Fee. The Borrowers shall pay to the Agent for the
pro rata accounts of the Revolving Credit Lenders in accordance with their
respective Revolving Credit Commitments an extension fee in an amount equal to twenty five (25)
basis points on the Total Commitment in effect on the Revolving Credit Maturity Date (as determined
without



38









 







regard to such extension), which fee shall, when paid, be fully earned and non-refundable
under any circumstances.



          (c) No Default. On the date the Extension Request is given and on the Revolving
Credit Maturity Date (as determined without regard to such extension) there shall exist no Default
or Event of Default.



          (d) Representations and Warranties. The representations and warranties made by the
Borrowers in the Loan Documents or otherwise made by or on behalf of the Borrowers in connection
therewith or after the date thereof shall have been true and correct in all material respects when
made and shall also be true and correct in all material respects on the date the Extension Request
is given and on the Revolving Credit Maturity Date (as determined without regard to such extension)
other than for changes in the ordinary course of business permitted by this Agreement that have not
had a Material Adverse Effect.



          (e) Updated Appraisals. Agent at its option, or at the direction of the Required
Lenders, shall have obtained at Borrowers’ expense updates to existing Appraisals and determined
the current Appraised Values of the Mortgaged Properties.


§3. REPAYMENT OF THE LOANS.




     §3.1 Stated Maturity. The Borrowers promise to pay on the Revolving Credit Maturity Date and there shall become
absolutely due and payable on the Revolving Credit Maturity Date all of the Revolving Credit Loans,
Swing Loans and other Letter of Credit Liabilities outstanding on such date, together with any and
all accrued and unpaid interest thereon.



     §3.2 Mandatory Prepayments. If at any time (including, without limitation, as a result of the application of §2.13) the
sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans
and the Letter of Credit Liabilities exceeds (a) the Total Commitment or (b) the sum of the
Borrowing Base Availability, then the Borrowers shall, within ten (10) Business Days after receipt
of notice from Agent of such occurrence pay the amount of such excess to the Agent for the
respective accounts of the Revolving Credit Lenders, as applicable, for application to the
Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant
to §4.8, except that the amount of any Swing Loans shall be paid solely to the Swing
Loan Lender. In the event there shall have occurred a casualty with respect to any Mortgaged
Property and the Borrowers are required to repay the Loans pursuant to §7.7 or a Taking and the
Borrowers are required to repay the Loans pursuant to a Mortgage or §7.7, the Borrowers shall
prepay the Loans concurrently with the date of receipt by such Borrower or the Agent of any
Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable,
or as soon thereafter as is reasonably practicable, in the amount required pursuant to the relevant
provisions of §7.7 or such Mortgage.



     §3.3 Optional Prepayments.



          (a) Each Borrower shall have the right, at its election, to prepay the outstanding amount of
the Revolving Credit Loans and Swing Loans, as a whole or in part, at any time without penalty or
premium; provided, that if any prepayment of the outstanding amount of any Revolving Credit
LIBOR Rate Loans pursuant to this §3.3 is made on a date that



39









 







is not the last day of the Interest
Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due
pursuant to §4.8.



          (b) The Borrowers shall give the Agent, no later than 10:00 a.m. (Eastern time) at least three
(3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the
proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that (i)
any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent) and (ii)
any such notice may be conditioned upon the consummation of a transaction. Notwithstanding the
foregoing, no prior notice shall be required for the prepayment of any Swing Loan.



     §3.4 Partial Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000
or an integral multiple of $100,000 in excess thereof, shall be accompanied by the payment of
accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2
and §3.3 shall be applied first to the principal of any Outstanding Swing Loans, then, in the
absence of instruction by the Borrowers, to the principal of Revolving Credit Loans (and with
respect to each category of Loans, first to the principal of Base Rate Loans, and then to the
principal of LIBOR Rate Loans).



     §3.5 Effect of Prepayments. Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving
Credit Maturity Date may be reborrowed as provided in §2.


§4. CERTAIN GENERAL PROVISIONS.




     §4.1 Conversion Options.



          (a) The Borrowers may elect from time to time to convert any of its outstanding Revolving
Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall
thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided
that (i) with respect to any such conversion of a LIBOR Rate Loan
to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day’s prior
written notice of such election, and such conversion shall only be made on the last day of the
Interest Period with respect to such LIBOR Rate Loan unless the Borrowers pay Breakage Costs as
required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a
LIBOR Rate Loan, the Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior
written notice of such election and the Interest Period requested for such Loan, the principal
amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an integral
multiple of $250,000 in excess thereof and, after giving effect to the making of such Loan, there
shall be no more than ten (10) Revolving Credit LIBOR Rate Loans outstanding at any one time; and
(iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has
occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type
may be converted as provided herein, provided that no partial conversion shall result in a
Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000 or an integral
multiple of $100,000 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than
$1,000,000 or an integral multiple of $250,000. On the date on which such conversion is being
made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of
such Loans to its Domestic Lending Office



40









 







or its LIBOR Lending Office, as the case may be. Each
Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan
shall be irrevocable by the Borrowers.



          (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest
Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided
that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the
Interest Period relating thereto ending during the continuance of any Default or Event of Default.



          (c) In the event that the Borrowers do not notify the Agent of their election hereunder with
respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the
applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such
Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date,
in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the
applicable Interest Period.



     §4.2 Fees. The Borrowers agree to pay to KeyBank and the Arrangers for their own account certain fees
for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee
letter dated September 28, 2010 between the Borrowers, KeyBank and the Arrangers (the “Agreement
Regarding Fees”).



     §4.3 [Intentionally Omitted.]



     §4.4 Funds for Payments.



          (a) All payments of principal, interest, facility fees, Letter of Credit fees, closing fees
and any other amounts due hereunder or under any of the other Loan Documents shall be made to the
Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s
Head Office, not later than 3:00 p.m. (Eastern time) on the day when due (or such later time as is
acceptable to the Agent in the event of a payment in full of all Loans and a termination of
Commitments hereunder), in each case in lawful money of the United States in immediately available
funds. To the extent not already paid pursuant to the preceding sentence, the Agent is hereby
authorized to charge the accounts of the Borrowers with KeyBank, on the dates when the amount
thereof shall become due and payable, with the amounts of the principal of and interest on the
Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders
(including the Swing Loan Lender) under the Loan Documents. Subject to the foregoing, all payments
made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by
the Lenders on the date actually received by Agent.



          (b) All payments by the Borrowers hereunder and under any of the other Loan Documents shall be
made without setoff or counterclaim and free and clear of and without deduction for any Taxes now
or hereafter imposed or levied by the United States of America or any political subdivision thereof
or taxing or other authority therein or any jurisdiction from or through which a payment is made by
the Borrowers, excluding any income Taxes, franchise



41









 







Taxes imposed in lieu of income Taxes and any
Taxes imposed by a jurisdiction as a result of any connection between a Lender and such
jurisdiction other than any connection arising solely from executing, delivering, performing its
obligations under, or enforcing any Loan Document (“Non-Excluded Taxes”), unless the Borrowers are
compelled by law to make such deduction or withholding. If any such obligation is imposed upon the
Borrowers with respect to any amount payable by the Borrowers hereunder or under any of the other
Loan Documents, the Borrowers will pay to the Agent, for the account of the Lenders (including the
Swing Loan Lender) or (as the case may be) the Agent, on the date on which such amount is due and
payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be
necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or
the Agent would have received on such due date had no such obligation been imposed upon the
Borrowers; provided, however, that the Borrowers shall not be required to increase
any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are
attributable to such Lender’s failure to comply with the requirements of §4.4(c) or such Lender’s
failure to comply with Sections 1471 through 1474 of the Code or any regulations promulgated
thereunder (the “FATCA”) to establish an exemption from withholding thereunder; (ii) that
are branch profits taxes imposed by the United States or any similar taxes imposed by any other
jurisdiction under the laws of which a Lender is organized or in which its applicable lending
office is located; or (iii) in the case of a Non-U.S. Lender, that are imposed on amounts payable
to such Lender at the time such Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment) to receive additional amounts from
the Borrowers with respect to such Non-Excluded Taxes pursuant to this §4.4(b). The Borrowers will
deliver promptly to the Agent certificates or other valid vouchers for all Taxes or other charges
deducted from or paid with respect to payments made by the Borrowers hereunder or under any other
Loan Document. In the event a Lender receives a refund or credit of any Non-Excluded Taxes paid by
the Borrowers pursuant to this section, such Lender will pay to the Borrowers the amount of such
refund or credit (and any interest received with respect thereto) promptly upon receipt
thereof; provided that if at any time thereafter such Lender is required to return such
refund or credit, the Borrowers shall promptly repay to such Lender the amount of such refund or
credit, net of any reasonable incremental additional costs.



          (c) Each Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”) , to the extent
such Lender is lawfully able to do so, shall provide the Borrowers on or prior to the Closing Date
(in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or
prior to the date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender
(in the case of each other Lender), and at such other times as may be necessary in the
determination of the Borrowers, with (x) two (2) original copies of Internal Revenue Service Form
W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any successor forms), properly completed and duly
executed by such Lender, and any other such duly executed form(s) or statement(s) (including
whether such Lender has complied with the FATCA) which may, from time to time, be prescribed by law
and, which, pursuant to applicable provisions of (i) an income tax treaty between the United
States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or
regulations in effect under (i) or (ii) above, establish that such Lender is not subject to
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



42









 







under any of the Loan Documents, or
(y) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Code, a
Certificate Regarding Non-Bank Status together with two (2) original copies of Internal Revenue
Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender,
and such other documentation required under the Code and requested by the Borrowers to establish
that such Lender is not subject to 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.
Each Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the
Code) for United States federal income tax purposes (a “U.S. Lender”) and is not an exempt
recipient within the meaning of Treasury Regulations Section 1.6049-4(c) shall provide the
Borrowers on or prior to the Closing Date (or, if later, on or prior to the date on which such
Lender becomes a party to this Agreement) two (2) original copies of Internal Revenue Service From
W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that
such U.S. Lender is entitled to an exemption from United States backup withholding tax, or
otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any
forms, certificates or other evidence with respect to United States federal income tax withholding
matters pursuant to this section hereby agrees, from time to time after the initial 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 provide the Borrowers two (2) new original copies
of Internal Revenue Service Form W-9, W-8BEN, W-8ECI and/or W-8IMY (or, in each case, any
successor form), or a Certificate Regarding Non-Bank Status and two (2) original copies of Internal
Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and
duly executed by such Lender, and such other documentation required under the Code and requested by
the Borrowers to confirm or establish that such Lender is not subject to deduction or withholding
of United States federal income tax with respect to payments to such Lender
under the Loan Documents, or notify the Borrowers of its inability to deliver any such forms,
certificates or other evidence.



          (d) The obligations of the Borrowers to the Lenders under this Agreement (and of the Revolving
Credit Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the
Swing Loan Lender with respect to Swing Loans) shall be absolute, unconditional and irrevocable,
and shall be paid and performed strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack
of validity or enforceability of this Agreement, any Letter of Credit or any of the other Loan
Documents; (ii) any improper use which may be made of any Letter of Credit or any improper acts or
omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii)
the existence of any claim, set-off, defense or any right which the Borrowers or any of their
Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any
Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may
be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the
terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this
Agreement, any other Loan Document, or any unrelated transaction; (iv) any draft, demand,
certificate, statement or any other documents presented under any Letter of Credit proving to be
insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect whatsoever; (v) any breach of any agreement between Borrowers or any of
their Subsidiaries or Affiliates and



43









 







any beneficiary or transferee of any Letter of Credit; (vi)
any irregularity in the transaction with respect to which any Letter of Credit is issued, including
any fraud by the beneficiary or any transferee of such Letter of Credit; (vii) payment by the
Issuing Lender under any Letter of Credit against presentation of a sight draft, demand,
certificate or other document which does not comply with the terms of such Letter of Credit,
provided that such payment shall not have constituted gross negligence or willful
misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction
after the exhaustion of all applicable appeal periods; (viii) any non-application or misapplication
by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the
legality, validity, form, regularity or enforceability of the Letter of Credit; (x) the failure of
any payment by Issuing Lender to conform to the terms of a Letter of Credit (if, in Issuing
Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the surrender or
impairment of any security for the performance or observance of any of the terms of any of the Loan
Documents; (xii) the occurrence of any Default or Event of Default; and (xiii) any other
circumstance or happening whatsoever, whether or not similar to any of the foregoing,
provided that such other circumstances or happenings shall not have been the result of
gross negligence or willful misconduct on the part of the Issuing Lender or the Swing Loan Lender,
as applicable as determined by a court of competent jurisdiction after the exhaustion of all
applicable appeal periods.



     §4.5 Computations. All computations of interest on the Loans (other than Base Rate Loans at the prime rate,
which shall be based on a 365/366-day year as the case may be) and of other fees to the extent
applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except
as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate
Loans, whenever a payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during such extension. The
Outstanding Loans and Letter of Credit Liabilities as reflected on the records of the Agent from
time to time shall be considered prima facie evidence of such amount absent manifest error.



     §4.6 Suspension of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any LIBOR
Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for
ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR
will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate
Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrowers and the Lenders absent manifest error) to the
Borrowers and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan
shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each
LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable
thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall
be suspended until the Agent determines that the circumstances giving rise to such suspension no
longer exist, whereupon the Agent shall so notify the Borrowers and the Lenders.



     §4.7 Illegality. Notwithstanding any other provisions herein, if after the date hereof any law, regulation,
treaty or directive shall be enacted or the interpretation or application thereof shall make it
unlawful, or any central bank or other governmental authority having jurisdiction



44









 







over a Lender or
its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR
Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the
Borrowers and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith
be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base
Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within
such earlier period as may be required by law. Notwithstanding the foregoing, before giving such
notice, the applicable Lender shall designate a different lending office if such designation will
void the need for giving such notice and will not, in the reasonable judgment of such Lender, be
otherwise materially disadvantageous to such Lender or increase any costs payable by Borrowers
hereunder.



     §4.8 Additional Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan
for any reason on a date which is prior to the last day of the Interest Period applicable to such
LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, the
Borrowers will pay to the Agent upon demand for the account of the applicable Lenders in accordance
with their respective Commitment Percentages (or to the Swing Loan Lender with respect to a Swing
Loan), in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs.
Borrowers understand, agree and acknowledge the following: (i) no Lender has any obligation to
purchase, sell and/or match funds in connection with the use of LIBOR as a
basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as
a reference in determining such rate; and (iii) Borrowers have accepted LIBOR as a reasonable and
fair basis for calculating such rate and any Breakage Costs. Borrowers further agree to pay the
Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.



     §4.9
Additional Costs, Etc. Notwithstanding anything herein to the contrary, if after the date hereof any applicable law,
which expression, as used herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any governmental or other regulatory body
charged with the administration or the interpretation thereof and directives and instructions at
any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by
any central bank or other fiscal, monetary or other authority (whether or not having the force of
law), shall:



          (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or
withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s
Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross
receipts, income or profits of such Lender or the Agent or its franchise tax), or



          (b) materially change the basis of taxation (except for changes in taxes on gross receipts,
income or profits or its franchise tax) of payments to any Lender of the principal of or the
interest on any Loans or any other amounts payable to any Lender under this Agreement or the other
Loan Documents, or



          (c) impose or increase or render applicable any special deposit, reserve, assessment,
liquidity, capital adequacy or other similar requirements (whether or not having the force of law
and which are not already reflected in any amounts payable by Borrowers



45









 







hereunder) against assets
held by, or deposits in or for the account of, or loans by, or commitments of an office of any
Lender, or



          (d) impose on any Lender or the Agent any other conditions or requirements with respect to
this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit
or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a
part; and the result of any of the foregoing is:



               (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or
maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or



               (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the
Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of
Credit, or



               (iii) to require any Lender or the Agent to make any payment or to forego any interest or
other sum payable hereunder, the amount of which payment or foregone interest or other sum is
calculated by reference to the gross amount of any sum receivable or
deemed received by such Lender or the Agent from the Borrowers hereunder, then, and in each
such case, the Borrowers will (and as to clauses (a) and (b) above, subject to the provisions of
Section §4.4), within thirty (30) days of demand made by such Lender or (as the case may be) the
Agent at any time and from time to time and as often as the occasion therefor may arise, pay to
such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in
good faith to be sufficient to compensate such Lender or the Agent for such additional cost,
reduction, payment or foregone interest or other sum. For the avoidance of doubt, the provisions
of this §4.9 shall not apply with respect to Taxes, which shall be governed by §4.4(b) and §4.4(c).



     §4.10 Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any
law, rule or regulation regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by any governmental authority charged with the
administration thereof, or (b) compliance by such Lender or its parent bank holding company with
any directive of any such entity regarding capital adequacy, has the effect of reducing the return
on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to
make Loans or participate in Letters of Credit hereunder to a level below that which such Lender or
holding company could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such holding company’s then existing policies with respect to
capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed
by such Lender to be material, then such Lender may notify the Borrowers thereof. The Borrowers
agree to pay to such Lender the amount of such reduction in the return on capital as and when such
reduction is determined, upon presentation by such Lender of a statement of the amount setting
forth the Lender’s calculation thereof. In determining such amount, such Lender may use any
reasonable averaging and attribution methods generally applied by such Lender.



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     §4.11 Breakage Costs. Borrowers shall pay all Breakage Costs required to be paid by them pursuant to this
Agreement and incurred from time to time by any Lender within fifteen (15) days from receipt of
written notice from Agent.



     §4.12 Default Interest; Late Charge. Following the occurrence and during the continuance of any Event of Default, and regardless
of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all
Loans shall bear interest payable on demand at a rate per annum equal to three percent (3.0%) above
the interest rate that would otherwise be in effect hereunder (the “Default Rate”), until such
amount shall be paid in full (after as well as before judgment), and the fee payable with respect
to Letters of Credit shall be increased to a rate equal to three percent (3.0%) above the Letter of
Credit fee that would otherwise be applicable to such time, or if any of such amounts shall exceed
the maximum rate permitted by law, then at the maximum rate permitted by law. In addition, the
Borrowers shall pay a late charge equal to three percent (3.0%) of any amount of interest and/or
principal payable on the Loans or any other amounts payable hereunder
or under the other Loan Documents, which is not paid by the Borrowers within ten (10) days of
the date when due.



     §4.13 Certificate. A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11 or
§4.12 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender
or the Agent to the Borrowers, shall be presumptively correct in the absence of manifest error.



     §4.14 Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all
agreements between or among the Borrowers, the Lenders and the Agent, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no contingency,
whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the
interest contracted for, charged or received by the Lenders exceed the maximum amount permissible
under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to
the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be
reduced to the maximum amount permitted under applicable law; and if from any circumstance the
Lenders shall ever receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction
of the principal balance of the Obligations and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded
to the Borrowers. All interest paid or agreed to be paid to the Lenders shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the principal of the Obligations (including the period of any
renewal or extension thereof) so that the interest thereon for such full period shall not exceed
the maximum amount permitted by applicable law. This Section shall control all agreements between
or among the Borrowers, the Lenders and the Agent.



     §4.15 Certain Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the circumstances set forth in §4.7 or any
Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more
of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts
paid to such Lender under this Agreement), §4.9 or §4.10, then, such Lender, as applicable, shall
use



47









 







reasonable efforts in a manner consistent with such institution’s practice in connection with
loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be
payable by Borrowers under the foregoing provisions, provided that such action would not be
otherwise materially prejudicial to such Lender, including, without limitation, by designating
another of such Lender’s offices, branches or affiliates; the Borrowers agreeing to pay all
reasonably incurred costs and expenses incurred by such Lender in connection with any such action.
Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall
have occurred and be continuing, and if any Lender (a) has given notice of the existence of the
circumstances set forth in §4.7 or has requested payment or
compensation for any losses or costs to be reimbursed pursuant to any one or more of the
provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to
such Lender under this Agreement), §4.9 or §4.10 and following the request of Borrowers has been
unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”) or
(b) has failed to make available to Agent its pro rata share of any Loan or participation in a
Letter of Credit or Swing Loan and such failure has not been cured (a “Non-Funding Lender”), then,
within thirty (30) days after such notice or request for payment or compensation or failure to
fund, as applicable, Borrowers shall have the right as to such Affected Lender or Non-Funding
Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the
Affected Lender or Non-Funding Lender, as applicable, to elect to cause the Affected Lender or
Non-Funding Lender, as applicable, to transfer its Commitment. The Agent shall promptly notify the
remaining Lenders that each of such Lenders shall have the right, but not the obligation, to
acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of
the Affected Lender or Non-Funding Lender, as applicable (or if any of such Lenders does not elect
to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by
the Agent). In the event that the Lenders do not elect to acquire all of the Affected Lender’s or
Non-Funding Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire
such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender or
Non-Funding Lender, as applicable, the Affected Lender’s or Non-Funding Lender’s interest in the
Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of
purchase, and the Affected Lender or Non-Funding Lender, as applicable, shall promptly execute all
documents reasonably requested to surrender and transfer such interest. The purchase price for the
Affected Lender’s or Non-Funding Lender’s Commitment shall equal any and all amounts outstanding
and owed by Borrowers to the Affected Lender or Non-Funding Lender, as applicable, including
principal, prepayment premium or fee, and all accrued and unpaid interest or fees.



     §5. COLLATERAL SECURITY.



     §5.1 Collateral. The Obligations shall be secured by a perfected first priority lien and security interest
to be held by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of
the Security Documents.



     §5.2 Appraisals; Adjusted Value.



          (a) Upon Borrowers’ request, which request may not be made more often than one (1) time
annually, Agent shall obtain current Appraisals of each of the Mortgaged Properties. Additionally,
in the event that Borrowers elect to extend the Revolving Credit Maturity Date as



48









 







provided in §2.12
or at Agent’s option, or at the direction of the Required Lenders, to be exercised not more
frequently than annually, or to the extent requested by Borrowers, the Agent may obtain current
Appraisals of each of the Mortgaged Properties. In any such case, such Appraisals will be ordered
by Agent in order to determine the current Appraised Value of the Mortgaged Properties and other
Real Estate, as applicable, and the Borrowers shall pay to Agent within thirty (30) days of demand
all reasonable out-of-pocket costs of such Appraisals.



          (b) Notwithstanding the provisions of §5.2(a), the Agent may, for the purpose of determining
the current Appraised Value of the Mortgaged Properties and other Real Estate, as applicable,
obtain new Appraisals or an update to existing Appraisals with respect to such property, or any of
them, as the Agent shall determine (i) at any time that the regulatory requirements of any Lender
generally applicable to real estate loans of the category made under this Agreement as reasonably
interpreted by such Lender shall explicitly require more frequent Appraisals, or (ii) at any time
during the continuance of an Event of Default, or (iii) with the consent of the Required Lenders,
if the Agent reasonably believes that there has been a material change with respect to any such
property including, without limitation, a material change in the market in which any such property
is located which may affect the value of such property. The reasonable out-of-pocket expense of
such Appraisals and/or updates performed pursuant to this §5.2(b) shall be borne by the Borrowers
and payable to Agent within thirty (30) days of demand; provided the Borrowers shall not be
obligated to pay for an Appraisal of a property obtained pursuant to this §5.2(b) more often than
once annually. Upon receipt, Agent shall provide a copy of the Appraisal to Borrower.



          (c) The Borrowers acknowledge that the Agent has the right to approve any Appraisal performed
pursuant to this Agreement. The Borrowers further agree that the Lenders and Agent do not make any
representations or warranties with respect to any such Appraisal and shall have no liability as a
result of or in connection with any such Appraisal for statements contained in such Appraisal,
including without limitation, the accuracy and completeness of information, estimates, conclusions
and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such
property that is the subject of such Appraisal given by the local tax assessor’s office, or the
Borrowers’ idea of the value of such property.



     §5.3 Addition of Mortgaged Properties.



          (a) After the Closing Date, Parent Borrower shall have the right, subject to the consent of
the Agent and the Required Lenders (which consent shall not be unreasonably withheld) and the
satisfaction by Parent Borrower of the conditions set forth in this §5.3, to add Potential
Collateral to the Collateral. Parent Borrower from time to time after the Closing Date may also
request that certain Real Estate of one or more Subsidiary Borrowers (collectively, the “Subsidiary
Borrower Collateral”) be included as a Mortgaged Property for the purpose of increasing the
Borrowing Base Availability. In the event Parent Borrower desires to add additional Potential
Collateral or Subsidiary Borrower Collateral as aforesaid, Parent Borrower shall provide written
notice to the Agent of such request (which the Agent shall promptly furnish to the Lenders),
together with all documentation and other information required to permit the Agent to determine
whether such Real Estate is Eligible Real Estate. Thereafter, the Agent shall have ten (10)
Business Days from the date of the receipt of such documentation and other information to advise
Parent Borrower whether the Required Lenders consent to the acceptance



49









 







of such Subsidiary Borrower
Collateral or Potential Collateral. If a Lender shall fail to respond to Agent within such ten
(10) Business Day period, such Lender shall be deemed to have approved such proposed Subsidiary
Borrower Collateral or Potential Collateral. Notwithstanding the foregoing, no Subsidiary Borrower
Collateral or Potential Collateral shall be included as Collateral unless and until the following
conditions precedent shall have been satisfied:



               (i) such Subsidiary Borrower Collateral or Potential Collateral shall be Eligible Real Estate;



               (ii) the owner of any Subsidiary Borrower Collateral (and any indirect owner of such
Subsidiary Borrower) shall have executed a Joinder Agreement and satisfied the conditions of §5.5;



               (iii) Parent Borrower or the owner of the Subsidiary Borrower Collateral or Potential
Collateral, as applicable, shall have executed and delivered to the Agent all Eligible Real Estate
Qualification Documents (which may include an assignment of interests with respect to any direct or
indirect interests in the owner of such Subsidiary Borrower Collateral), all of which instruments,
documents or agreements shall be in form and substance reasonably satisfactory to the Agent;



               (iv) after giving effect to the inclusion of such Subsidiary Borrower Collateral or Potential
Collateral, each of the representations and warranties made by or on behalf of the Borrowers or any
of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with this Agreement shall be true in
all material respects both as of the date as of which it was made and shall also be true as of the
time of the replacement or addition of Mortgaged Properties, with the same effect as if made at and
as of that time (it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct only as of such
specified date), and no Default or Event of Default shall have occurred and be continuing, and the
Agent shall have received a certificate of Parent Borrower to such effect; and



               (v) the Agent shall have consented to, and Agent shall have received the prior written consent
of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property.



     Notwithstanding the foregoing, in the event such Subsidiary Borrower Collateral or Potential
Collateral does not qualify as Eligible Real Estate, so long as the conditions set forth in clauses
(ii), (iii) and (iv) of this §5.3 have been satisfied, such Subsidiary Borrower Collateral or
Potential Collateral shall be included as Collateral so long as the Agent shall have received the
prior written consent of each of the Lenders to the inclusion of such Real Estate as a Mortgaged
Property.



          (b) Parent Borrower may, at its option, obtain preliminary approval of the Required Lenders of
Subsidiary Borrower Collateral or Potential Collateral by delivering to the



50









 







Agent and each of the
Lenders the following with respect to such Subsidiary Borrower Collateral or Potential Collateral:



               (i) a physical description of the Real Estate;



               (ii) current rent rolls, historic operating statements and operating and capital budgets (if
available to Parent Borrower), and projected operating and near-term capital expenditure budgets
for such Real Estate reasonably satisfactory to the Required Lenders;



               (iii) a current environmental report, a current engineering report and similar information
reasonably satisfactory to the Required Lenders; and



               (iv) a certification to the knowledge of Parent Borrower that such Real Estate will satisfy
(or is anticipated to satisfy upon the acceptance of such Real Estate as Collateral) each of the
other conditions to the acceptance of Real Estate as Collateral. The Required Lenders shall have
ten (10) Business Days following receipt of all of the foregoing items to grant or deny preliminary
approval for such proposed Subsidiary Borrower Collateral or Potential Collateral. If a Lender
shall fail to respond within such ten (10) Business Day period, such Lender shall be deemed to have
approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Agent shall notify
Parent Borrower if and when the Required Lenders have granted such preliminary approval. In the
event that the Required Lenders grant such preliminary approval, Parent Borrower may satisfy the
remaining requirements to the acceptance of such Collateral as provided in §5.3(a). Such Real
Estate shall not be included in the calculation of the Borrowing Base Availability until the
requirements of §5.3(a) are satisfied.



     §5.4 Release of Mortgaged Property. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or
would exist immediately after giving effect to the transactions contemplated by this §5.4), upon
reasonable approval by the Agent if the Removal Conditions are satisfied, and otherwise upon
reasonable approval by the Required Lenders, the Agent shall release a Mortgaged Property from the
lien or security title of the Security Documents encumbering the same in connection with a sale,
other disposition or refinance upon the request of Parent Borrower subject to and upon the
following terms and conditions:



          (a) Parent Borrower shall deliver to the Agent written notice of its desire to obtain such
release no later than ten (10) days prior to the date on which such release is to be effected;



          (b) Parent Borrower shall submit to the Agent with such request a Compliance Certificate
prepared using the financial statements of Parent Borrower most recently provided or required to be
provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent
Borrower to give effect to the proposed release and demonstrating that no Default or Event of
Default with respect to the covenants referred to therein shall exist after giving effect to such
release;



          (c) all release documents to be executed by the Agent shall be in form and substance
reasonably satisfactory to the Agent;



51









 





          (d) Parent Borrower shall pay all reasonable costs and expenses of the Agent in connection
with such release, including without limitation, reasonable attorney’s fees;



          (e) Parent Borrower shall pay to the Agent for the account of the Lenders a release price,
which payment shall be applied to reduce the outstanding principal balance of the Loans as provided
in §3.4, in an amount equal to the amount necessary, if any, to reduce the outstanding principal
balance of the Loans so that no violation of the covenant set forth in §9.1 shall occur; and



          (f) without limiting or affecting any other provision hereof, any release of a Mortgaged
Property will not cause the Borrowers to be in violation of the covenants set forth in §9.6.


Notwithstanding the foregoing, it shall require the consent of all the Lenders to approve any
requested release of the Mortgaged Property located at 2901 Coronado Drive, Santa Clara,
California.




     §5.5 Additional Subsidiary Borrowers. In the event that Parent Borrower shall request that certain Real Estate of a Subsidiary of
Parent Borrower be included as a Mortgaged Property as contemplated by §5.3 and such Real Estate is
approved for inclusion as a Mortgaged Property in accordance with the terms hereof, Parent Borrower
shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent
Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such
entity) shall become a Subsidiary Borrower hereunder. Each such Subsidiary shall be specifically
authorized, in accordance with its respective organizational documents, to be a Borrower hereunder
and to execute such Security Documents as Agent may require. Parent Borrower shall further cause
all representations, covenants and agreements in the Loan Documents with respect to Borrowers to be
true and correct with respect to each such Subsidiary. In connection with the delivery of such
Joinder Agreement, Parent Borrower shall deliver to the Agent such organizational agreements,
resolutions, consents, opinions and other documents and instruments as the Agent may reasonably
require.



     §5.6 Release of Certain Subsidiary Borrowers. In the event that all Mortgaged Properties owned by a Subsidiary Borrower shall have been
released as Collateral for the Obligations in accordance with the terms of this Agreement, then
such Subsidiary Borrower shall be released by Agent from liability under this Agreement.



     §5.7 Release of Collateral. Upon the refinancing or repayment of the Obligations in full and termination of the
obligation to provide additional Loans or Letters of Credit to Borrowers, then the Agent shall be
entitled to release the Collateral from the lien and security interest of the Security Documents
and to release the Borrowers.


§6. REPRESENTATIONS AND WARRANTIES.




     The Borrowers represent and warrant to the Agent and the Lenders as follows, each as of the
Closing Date hereof, and as of the date of a request for a funding of any Loan hereunder; provided
however, to the extent such representation and warranty is not true or accurate as of the



52









 







date of a
request for funding of any Loan hereunder, such shall not have, or be deemed to have, any Material
Adverse Effect.



     §6.1 Corporate Authority, Etc.



          (a) Incorporation; Good Standing. Parent Borrower is a Delaware limited partnership
duly organized pursuant to its articles of organization or formation filed with the Delaware
Secretary of State, and is validly existing and in good standing under the laws of Delaware.
Parent Borrower (i) has all requisite power to own its property and conduct its business as now
conducted and as presently contemplated, and (ii) is in good standing and is duly authorized to do
business in the jurisdictions where the Mortgaged Properties owned or leased by it are located and
in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have
a Material Adverse Effect.



          (b) Subsidiaries. Each of the Subsidiary Borrowers and each of the Subsidiaries of
the Borrowers (i) is a corporation, limited partnership, general partnership, limited liability
company or trust duly organized under the laws of its State of organization and is validly existing
and in good standing under the laws thereof, (ii) has all requisite power to own its property and
conduct its business as now conducted and as presently contemplated and (iii) is in good standing
and is duly authorized to do business in each jurisdiction where a Mortgaged Property owned or
leased by it is located (to the extent required by applicable law) and in each other jurisdiction
where a failure to be so qualified could have a Material Adverse Effect.



          (c) Authorization. The execution, delivery and performance of this Agreement and the
other Loan Documents to which any of the Borrowers is a party and the transactions contemplated
hereby and thereby (i) are within the authority of Borrowers, (ii) have been duly authorized by all
necessary proceedings on the part of Borrowers, (iii) do not and will not conflict with or result
in any breach or contravention of any provision of law, statute, rule or regulation to which any
Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to any
Borrower, except as would not reasonably be expected to result in a Material Adverse Effect, (iv)
do not and will not conflict with or constitute a default (whether with the passage of time or the
giving of notice, or both) under any provision of the partnership agreement, articles of
incorporation or other charter documents or bylaws of, or any agreement or other instrument binding
upon, any Borrower or any of its properties, (v) do not and will not result in or require the
imposition of any lien or other encumbrance on any of the properties, assets or rights of any
Borrower other than the liens and encumbrances in favor of Agent contemplated by this Agreement and
the other Loan Documents, and (vi) do not require the approval or consent of any Person other than
those already obtained and delivered to Agent or except as would not reasonably be expected to
result in a Material Adverse Effect.



          (d) Enforceability. The execution and delivery of this Agreement and the other Loan
Documents to which any of the Borrowers is a party are valid and legally binding obligations of
Borrowers enforceable in accordance with the respective terms and provisions hereof and thereof,
except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting generally the enforcement of creditors’ rights and general
principles of equity.



53









 





     §6.2 Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to
which any Borrower is a party and the transactions contemplated hereby and thereby do not require
the approval or consent of, or filing or registration with, or the giving of
any notice to, any court, department, board, governmental agency or authority other than those
already obtained and the filing of the Security Documents in the appropriate records office with
respect thereto, in each case, except as would not reasonably be expected to result in a Material
Adverse Effect.



     §6.3 Title to Mortgaged Properties. Except as indicated on Schedule 6.3 hereto or other adjustments that are not
material in amount, Subsidiary Borrowers own or lease the Mortgaged Property subject to no rights
of others, including any mortgages, leases pursuant to which Subsidiary Borrowers or any of their
Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other
encumbrances except Permitted Liens.



     §6.4 Financial Statements. REIT has furnished to Agent: (a) the consolidated balance sheet of REIT and its
Subsidiaries as of the Balance Sheet Date and the related consolidated statement of income and cash
flow for the calendar year then ended certified by an Authorized Officer or the chief financial or
accounting officer of REIT, (b) as of the Closing Date, an unaudited statement of Net Operating
Income for each of the Mortgaged Properties for the period ending August 31, 2010 certified by the
chief financial or accounting officer of Parent Borrower as fairly presenting the Net Operating
Income for such parcels for such periods, and (c) certain other financial information relating to
the Borrowers and the Real Estate (including, without limitation, the Mortgaged Properties). Such
balance sheet and statements have been prepared in accordance with generally accepted accounting
principles and fairly present the consolidated financial condition of the REIT and its Subsidiaries
as of such dates and the consolidated results of the operations of the REIT and its Subsidiaries
for such periods. Agent and Lenders hereby acknowledge and agree that the REIT’s S-11 will be
utilized for purposes of preparation of the Compliance Certificate as of the Closing Date.



     §6.5 No Material Changes. Since the Balance Sheet Date or the date of the most recent financial statements delivered
pursuant to §7.4, as applicable, there has occurred no materially adverse change in the financial
condition, or business of the Borrowers, and their respective Subsidiaries taken as a whole as
shown on or reflected in the consolidated balance sheet of the REIT as of the Balance Sheet Date,
or its consolidated statement of income or cash flows for the calendar year then ended, other than
changes that have not and could not reasonably be expected to have a Material Adverse Effect. As
of the date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no
materially adverse change in the financial condition, prospects, operations or business activities
of any of the Mortgaged Properties from the condition shown on the statements of income delivered
to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not
had any materially adverse effect either individually or in the aggregate on the business operation
or financial condition of such Mortgaged Property.



     §6.6 Franchises, Patents, Copyrights, Etc. The Borrowers and their respective Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, service marks, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of their business substantially as now conducted without known
conflict with any rights of others.



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     §6.7 Litigation. Except as stated on Schedule 6.7, there are no actions, suits, proceedings or
investigations of any kind pending against any Borrower or any of their respective Subsidiaries
before any court, tribunal, arbitrator, mediator or administrative agency or board which question
the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken
pursuant hereto or thereto or any lien, security title or security interest created or intended to
be created pursuant hereto or thereto, or which could reasonably be expected to have a Material
Adverse Effect. Except as set forth on Schedule 6.7, there are no judgments, final orders
or awards outstanding against or affecting any Borrower, any of their respective Subsidiaries or
any Mortgaged Property individually or in the aggregate in excess of $1,000,000.



     §6.8 No Material Adverse Contracts, Etc. None of the Borrowers or any of their respective Subsidiaries is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has
or is expected in the future to have a Material Adverse Effect. None of the Borrowers or any of
their respective Subsidiaries is a party to any contract or agreement that has or could reasonably
be expected to have a Material Adverse Effect.



     §6.9 Compliance with Other Instruments, Laws, Etc. None of the Borrowers or any of their respective Subsidiaries is in violation of any provision
of its charter or other organizational documents, bylaws, or any agreement or instrument to which
it is subject or by which it or any of its properties is bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or
could reasonably be expected to have a Material Adverse Effect.



     §6.10 Tax Status. Except as would not reasonably be expected to result in a Material Adverse Effect, each of
the Borrowers and their respective Subsidiaries (a) has made or filed all federal and state income
and all other Tax returns, reports and declarations required by any jurisdiction to which it is
subject or has obtained an extension for filing, (b) has paid prior to delinquency all Taxes and
other governmental assessments and charges shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and by appropriate proceedings or for
which any of the Borrowers or their respective Subsidiaries, as applicable has set aside on its
books provisions reasonably adequate for the payment of such Taxes, and (c) has made provisions
reasonably adequate for the payment of all accrued Taxes not yet due and payable. Except as would
not reasonably be expected to result in a Material Adverse Effect, there are no unpaid Taxes
claimed by the taxing authority of any jurisdiction to be due by the Borrowers of their respective
Subsidiaries, the officers or partners of such Person know of no basis for any such claim, and
there are no audits pending or to the knowledge of Borrowers
threatened with respect to any Tax returns filed by Borrowers or their respective
Subsidiaries. The taxpayer identification number for Parent Borrower is 90-0587133.



     §6.11 No Event of Default. No Default or Event of Default has occurred and is continuing.



     §6.12 Investment Company Act. None of the Borrowers or any of their respective Subsidiaries is an “investment company”,
or an “affiliated company” or a “principal



55









 







underwriter” of an “investment company”, as such terms
are defined in the Investment Company Act of 1940.



     §6.13 Absence of UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien search reports delivered to
and approved by the Agent, to the best of the Borrowers’ knowledge, there is no financing statement
(but excluding any financing statements that may be filed against any Borrower without the consent
or agreement of such Persons), security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any applicable filing records, registry, or other public office,
that purports to cover, affect or give notice of any present or possible future lien on, or
security interest or security title in, any property of any Borrower or rights thereunder.



     §6.14 Setoff, Etc. The Collateral and the rights of the Agent and the Lenders with respect to the Collateral are
not subject to any setoff, claims, withholdings or other defenses by the Borrowers or any of their
Subsidiaries or Affiliates or, to the best knowledge of Borrowers, any other Person other than
Permitted Liens described in §8.2(i)(A), (v) and (vi).



     §6.15 Certain Transactions. Except as disclosed on Schedule 6.15 hereto, none of the partners, officers,
trustees, managers, members, directors, or employees of any Borrower is, nor shall any such Person
become, a party to any transaction with any Borrower (other than for services as partners,
managers, members, employees, officers and directors), including any agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any partner, officer, trustee,
director or such employee or, to the knowledge of the Borrowers, any corporation, partnership,
trust or other entity in which any partner, officer, trustee, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner, which are on terms less
favorable to the Borrowers than those that would be obtained in a comparable arms-length
transaction.



     §6.16 Employee Benefit Plans. Except as would not reasonably be expected to have a Material Adverse Effect, each Borrower
and each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards
of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan and is in compliance in all material respects with the presently applicable provisions
of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan. Except as would not reasonably be expected to have a Material Adverse Effect,
neither any Borrower nor any ERISA Affiliate has (a) sought a waiver of the minimum funding
standard under §412 of the Code in respect of any Multiemployer Plan or Guaranteed Pension Plan or
(b) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums
under §4007 of ERISA. Neither any Borrower nor any ERISA Affiliate has failed to make any
contribution or payment to any Multiemployer Plan or Guaranteed Pension Plan, or made any amendment
to any Multiemployer Plan or Guaranteed Pension Plan, which has resulted or would reasonably be
expected to result in the imposition of a Lien. To the knowledge of the Borrower, none of the
Mortgaged Properties constitutes a “plan asset” of any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan.



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     §6.17 Disclosure. All of the representations and warranties made by or on behalf of the Borrowers in this
Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the
Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all
material respects. All information contained in this Agreement, the other Loan Documents or
otherwise furnished to or made available to the Agent or the Lenders by or on behalf of any
Borrower is and will be true and correct in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
contained therein not materially misleading when taken as a whole. The written information,
reports and other papers and data with respect to the Borrowers, any Subsidiary or the Mortgaged
Properties (other than projections and estimates) furnished to the Agent or the Lenders in
connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at
the time so furnished, correct in all material respects, or has been subsequently supplemented by
other written information, reports or other papers or data, to the extent necessary to give in all
material respects a true and accurate knowledge of the subject matter in all material respects;
provided that such representation shall not apply to (a) the accuracy of any appraisal,
title commitment, survey, or engineering and environmental reports prepared by third parties or
legal conclusions or analysis provided by the Borrowers’ counsel (although the Borrowers have no
reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b)
budgets, projections and other forward-looking speculative information prepared in good faith by
the Borrowers (except to the extent the related assumptions were when made manifestly
unreasonable).



     §6.18 Trade Name; Place of Business. No Borrower uses any trade name and conducts business under any name other than its actual
name set forth in the Loan Documents or “CoreSite(s)”. The principal place of business of the
Borrowers is 1050 17th Street, Suite 800, Denver, Colorado 80265.



     §6.19 Regulations T, U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin
security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. No Borrower is engaged,
nor will it engage, principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such
terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. Parts 220, 221 and 224.



     §6.20 Environmental Compliance. Except as set forth on Schedules 6.20(d) or as specifically set forth in the
written environmental site assessment reports of the Environmental Engineer provided to the Agent
on or before the date hereof, or in the case of Mortgaged Property acquired after the date hereof,
the environmental site assessment reports with respect thereto provided to the Agent, makes the
following representations and warranties:



          (a) None of the Borrowers, their respective Subsidiaries, nor to the knowledge and belief of
Borrowers, any operator of the Real Estate, nor any tenant or operations thereon, is in violation,
or alleged violation, of any Environmental Law, which violation could reasonably be expected to
have a Material Adverse Effect.



57









 





          (b) None of the Borrowers nor any of their respective Subsidiaries has received notice from
any third party including, without limitation, any federal, state or local governmental authority,
(i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a
potentially responsible party under CERCLA with respect to a site listed on the National Priorities
List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has
generated, transported or disposed of have been found at any site at which a federal, state or
local agency or other third party has conducted, or has demanded that any Borrower or any of their
respective Subsidiaries conduct, a remedial investigation, removal or other response action
pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim,
action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent
or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of
any kind whatsoever in connection with the release of Hazardous Substances, which in the case of
clauses (i) through (iii) above could reasonably be expected to have a Material Adverse Effect.



          (c) To the knowledge of the Borrowers, (i) no portion of the Real Estate is used for the
handling, processing, storage or disposal of Hazardous Substances except in compliance with
applicable Environmental Laws, and no underground tank or other underground storage receptacle for
Hazardous Substances is located on any portion of the Real Estate except those which are being
operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities
conducted by the Borrowers, their respective Subsidiaries or, the tenants and operators of their
properties, no Hazardous Substances have been generated or are being used on the Real Estate except
in the ordinary course of Borrowers’ or its tenants’ and operators’ business and in compliance with
applicable Environmental Laws; (iii) there has been
no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, disposing or dumping (other than in reasonable quantities to the
extent necessary in the ordinary course of operation of Borrowers’, its tenants’ or operators’
business and, in any event, in compliance with all Environmental Laws) (a “Release”) or threatened
Release of Hazardous Substances on, upon, into or from the Mortgaged Properties, which Release
would have a material adverse effect on the value of such Real Estate or could reasonably be
expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into
any real property in the vicinity of any of the Real Estate which, through soil or groundwater
contamination, may have come to be located on, and which could be reasonably anticipated to have a
Material Adverse Effect; and (v) any Hazardous Substances that have been generated on any of the
Real Estate have been transported off-site in accordance with all applicable Environmental Laws and
in a manner that could not reasonably be expected to have a Material Adverse Effect.



          (d) Except as set forth on Schedule 6.20(d) or for such matters that shall be complied
with as of the Closing Date, by virtue of the transactions set forth herein and contemplated
hereby, or as a condition to the recording of the Mortgages or to the effectiveness of any other
transactions contemplated hereby, none of the Borrowers, their respective Subsidiaries nor the Real
Estate will become subject to any applicable Environmental Law requiring the performance of
environmental site assessments, or the removal or remediation of Hazardous Substances, or the
giving of notice to any governmental agency or the recording or delivery to other Persons of an
environmental disclosure document or statement pursuant to applicable Environmental Laws.



58









 





          (e) There are no existing or closed sanitary or solid waste landfills, or hazardous waste
treatment, storage or disposal facilities on or, to Borrowers’ actual knowledge, affecting the Real
Estate except where such existence could not reasonably be expected to have a Material Adverse
Effect.



          (f) The Borrowers have not received any written notice from any party that any use, operation,
or condition of the Borrower’s business on any Real Estate has caused any adverse condition on any
other property that could reasonably be expected to result in a claim under applicable
Environmental Law that would have a Material Adverse Effect, nor does Borrower have actual
knowledge of any existing facts or circumstances that could reasonably be expected to form the
basis for such a claim.



     §6.21 Subsidiaries; Organizational Structure. Schedule 6.21(a) sets forth, as of the date hereof and after giving effect to the
reorganization previously disclosed to the Agent, all of the Subsidiaries of Parent Borrower, the
form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and
indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof,
all of the Unconsolidated Subsidiaries of Parent Borrower and its Subsidiaries, the form and
jurisdiction of organization of each of the Unconsolidated Subsidiaries, Parent Borrower’s or its
Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated
Subsidiary. No Person owns any legal, equitable or beneficial interest in any of the Persons set
forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules.



     §6.22 Leases. The Borrowers have delivered to the Agent true and complete copies of the Leases and any
amendments thereto relating to each Mortgaged Property required to be delivered as a part of the
Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent
Roll in all material respects as of the date of inclusion of each Mortgaged Property in the
Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided to
the Agent. The Leases previously delivered to Agent as described in the preceding sentence
constitute as of the date thereof the sole agreements relating to leasing or licensing of space at
such Mortgaged Property and in the Building relating thereto. No tenant under any Lease is
entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in
rent, including, without limitation, lease support payments or lease buy-outs, except as reflected
in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Leases
reflected therein are, as of the date of inclusion of the applicable Mortgaged Property in the
Collateral, in full force and effect in accordance with their respective terms, without any payment
default or any other material default thereunder, nor are there any defenses, counterclaims,
offsets, concessions or rebates available to any tenant thereunder, and except as reflected in
Schedule 6.22, no Borrower has given or made, any notice of any payment or other material
default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and
to the best of the knowledge and belief of the Borrowers, there is no basis for any such claim or
notice of default by any tenant which would result in a Material Adverse Effect. Borrower knows of
no condition which with the giving of notice or the passage of time or both would constitute a
default on the part of any tenant with respect to the material terms under a Lease or of the
respective Borrower as landlord under the Lease. No security deposit or advance rental or fee
payment has been made by any lessee or licensor under the Leases except as may be specifically
designated in the copies of the Leases furnished to the Agent. No property other than



59









 







the Mortgaged
Property which is the subject of the applicable Lease is necessary to comply with the requirements
(including, without limitation, parking requirements) contained in such Lease.



     §6.23 Property. Except as set forth in Schedule 6.23 or as set forth in the written engineer reports
provided to Agent on or before the date hereof, all of the Mortgaged Properties, and all major
building systems located thereon, are structurally sound, in good condition and working order and
free from material defects, subject to ordinary wear and tear, except for such portion of such Real
Estate which is not occupied by any tenant and which may not be in final working order pending
final build-out of such space. All of the other Real Estate of the Borrowers and their respective
Subsidiaries is structurally sound, in good condition and working order, subject to ordinary wear
and tear, except for such portion of such Real Estate which is not occupied by any tenant and where
such defects have not had and could not reasonably be expected to have a Material Adverse Effect.
Each of the Mortgaged Properties, and the use and operation thereof, is in material compliance with
all applicable federal and state law and governmental regulations and any local ordinances, orders
or regulations, including without limitation, laws, regulations and ordinances relating to zoning,
building codes, subdivision, fire protection, health, safety, handicapped access, historic
preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would
not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and
other utilities necessary for the use and operation of the
Mortgaged Property are installed to the property lines of the Mortgaged Property through
dedicated public rights of way or through perpetual private easements with respect to which the
applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and,
except in the case of drainage facilities, are connected to the Building located thereon with valid
permits and are adequate to service the Building in compliance with applicable law. The streets
abutting the Mortgaged Property are dedicated and accepted public roads, to which the Mortgaged
Property has direct access or are perpetual private ways (with direct access to public roads) to
which the Mortgaged Property has direct access and with respect to which the applicable Mortgage
creates a valid and enforceable first lien. There are no unpaid or outstanding real estate or
other taxes or assessments on or against any of the Mortgaged Properties which are payable by any
Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are
being protested as permitted by this Agreement). Each Mortgaged Property is separately assessed
for purposes of real estate tax assessment and payment. There are no unpaid or outstanding real
estate or other taxes or assessments on or against any other property of the Borrowers or any of
their respective Subsidiaries which are payable by any of such Persons in any material amount
(except only real estate or other taxes or assessments, that are not yet delinquent or are being
protested as permitted by this Agreement). There are no pending, or to the knowledge of Borrowers
threatened or contemplated, eminent domain proceedings against any of the Mortgaged Properties.
None of the Mortgaged Properties is now damaged in any material respects as a result of any fire,
explosion, accident, flood or other casualty. None of the Borrowers has received any outstanding
notice from any insurer or its agent requiring performance of any work with respect to any of the
Mortgaged Properties or canceling or threatening to cancel any policy of insurance, and each of the
Mortgaged Properties complies with the material requirements of all of the Borrowers’ insurance
carriers. Except as listed on Schedule 6.23, the Borrowers have no Management Agreements
for any of the Mortgaged Properties. No person or entity has any right or option to acquire any
Mortgaged Property or any Building thereon or any portion thereof or interest therein, except for
certain tenants pursuant to the terms of their Leases with Subsidiary Borrowers.



60









 





     §6.24 Brokers. None of the Borrowers nor any of their respective Subsidiaries has engaged or otherwise
dealt with any broker, finder or similar entity in connection with this Agreement or the Loans
contemplated hereunder.



     §6.25 Other Debt. None of the Borrowers is in default of the payment of any Indebtedness or the performance
of any material obligation under any related agreement, mortgage, deed of trust, security
agreement, financing agreement or indenture to which any of them is a party involving Indebtedness
individually or in the aggregate in excess of $25,000,000. None of the Borrowers is a party to or
bound by any agreement, instrument or indenture that may require the subordination in right or time
or payment of any of the Obligations to any other indebtedness or obligation of any Borrower.
Schedule 6.25 hereto sets forth all agreements, mortgages, deeds of trust, financing
agreements or other material agreements binding upon the Borrowers or their respective properties
and entered into by the Borrowers as of the date of this Agreement with
respect to any Indebtedness of the Borrowers, and the Borrowers have provided the Agent with
true, correct and complete copies thereof.



     §6.26 Solvency. As of the Closing Date and after giving effect to the transactions contemplated by this
Agreement and the other Loan Documents, including all Loans made or to be made hereunder, and,
including, without limitation the provisions of §37 hereof, no Borrower is insolvent on a balance
sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities,
each Borrower is able to pay its debts as they become due, and each Borrower has sufficient capital
to carry on its business.



     §6.27 No Bankruptcy Filing. No Borrower is contemplating either the filing of a petition by it under any state or
federal bankruptcy or insolvency laws or the liquidation of its assets or property, and the
Borrowers have no knowledge of any Person contemplating the filing of any such petition against it.



     §6.28 No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor
the performance of any actions required hereunder or thereunder is being undertaken by any Borrower
with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any
entity to which any of such Persons is now or will hereafter become indebted.



     §6.29 Transaction in Best Interests of Borrowers; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best
interests of each Borrower. The direct and indirect benefits to inure to the Borrowers pursuant to
this Agreement and the other Loan Documents constitute substantially more than “reasonably
equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable
consideration,” “fair value,” and “fair consideration,” (as such terms are used in any applicable
state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrowers
pursuant to this Agreement and the other Loan Documents, and but for the willingness of each
Subsidiary Borrower to be a co-borrower of the Loan, the Borrowers would be unable to obtain the
financing contemplated hereunder which financing will enable the Borrowers to have available
financing to conduct and expand their business.



61









 





     §6.30 OFAC. None of the Borrowers is (or will be) a person with whom any Lender is restricted from
doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and
Blocked Persons list) or under any statute, executive order (including the September 24, 2001
Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any
dealings or transactions or otherwise be associated with such
persons. In addition, Borrowers hereby agree to provide to the Lenders any additional
information that a Lender deems necessary from time to time in order to ensure compliance with all
applicable laws concerning money laundering and similar activities.



     §7. AFFIRMATIVE COVENANTS.



     The Borrowers covenant and agree that, so long as any Loan, Note or Letter of Credit is
outstanding or any Lender has any obligation to make any Loans or issue Letters of Credit:



     §7.1 Punctual Payment. The Borrowers will duly and punctually pay or cause to be paid the principal and interest
on the Loans and all interest and fees provided for in this Agreement, all in accordance with the
terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan
Documents in accordance with the terms hereof.



     §7.2 Maintenance of Office. The Borrowers will maintain their respective chief executive office at 1050 17th Street,
Suite 800, Denver, Colorado 80265, or at such other place in the United States of America as the
Borrowers shall designate upon prompt written notice to the Agent and the Lenders, where notices,
presentations and demands to or upon the Borrowers in respect of the Loan Documents may be given or
made.



     §7.3 Records and Accounts. The Borrowers will keep, and cause each of their respective Subsidiaries to keep true and
accurate records and books of account in which full, true and correct entries will be made in
accordance with GAAP (in each case, in all material respects). Neither any Borrower nor any of
their respective Subsidiaries shall, without the prior written consent of the Agent, not to be
unreasonably withheld, (x) make any material change to the accounting policies/principles used by
such Person in preparing the financial statements and other information described in §6.4 or §7.4,
or (y) change its fiscal year. Agent and the Lenders acknowledge that REIT’s fiscal year is a
calendar year.



     §7.4 Financial Statements, Certificates and Information. Borrowers will deliver or cause to be delivered to the Agent with sufficient copies for
each of the Lenders:



          (a) within five (5) days of the filing of REIT’s Form 10-K with the SEC, if applicable, but in
any event not later than one hundred twenty (120) days after the end of each calendar year, the
audited Consolidated balance sheet of the REIT and its Subsidiaries at the end of such year, and
the related audited consolidated statements of income, changes in capital and cash flows for such
year, setting forth in comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with GAAP, together with a
certification by an Authorized Officer or the chief financial officer or accounting officer of the
REIT that the information contained in such financial statements fairly presents in all
material respects the financial position of the REIT and its Subsidiaries, and accompanied by
an




62











 




auditor’s report prepared without qualification as to the scope of the audit by a member firm
of KPMG International Cooperative or another nationally recognized accounting firm reasonably
approved by Agent;




          (b) within five (5) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in
any event not later than sixty (60) days after the end of each calendar quarter of each year,
copies of the unaudited consolidated balance sheet of the REIT and its Subsidiaries, as at the end
of such quarter, and the related unaudited consolidated statements of income and cash flows for the
portion of the REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance
with GAAP, together with a certification by an Authorized Officer or the chief financial officer or
accounting officer of REIT that the information contained in such financial statements fairly
presents in all material respects the financial position of the REIT and its Subsidiaries on the
date thereof (subject to year-end adjustments);




          (c) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, a statement (a “Compliance Certificate”) certified by an Authorized Officer or
the chief financial officer or chief accounting officer of REIT in the form of Exhibit G
hereto (or in such other form as the Agent may approve from time to time) setting forth in
reasonable detail computations evidencing compliance or non-compliance (as the case may be) with
the covenants contained in §9 setting forth reconciliations to reflect changes in GAAP since the
Balance Sheet Date, with the Compliance Certificate for the quarter ending September 30, 2010 being
prepared by the REIT on a good faith estimated basis. REIT shall submit with the Compliance
Certificate a Borrowing Base Certificate in the form of Exhibit F attached hereto pursuant
to which the REIT shall calculate the amount of the Borrowing Base Availability as of the end of
the immediately preceding calendar quarter. All income, expense and value associated with Real
Estate or other Investments disposed of during any quarter will be eliminated from calculations,
where applicable. The Compliance Certificate shall be accompanied by copies of the statements of
Net Operating Income for such calendar quarter for each of the Mortgaged Properties, prepared on a
basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise
in form and substance reasonably satisfactory to the Agent, together with a certification by an
Authorized Officer or the chief financial officer or chief accounting officer of REIT that the
information contained in such statement fairly presents in all material respects Net Operating
Income of the Mortgaged Properties for such periods;




          (d) simultaneously with the delivery of the financial statements referred to in clause (a)
above, the statement of all contingent liabilities involving amounts of $10,000,000 or more of the
Borrowers and their Subsidiaries which are not reflected in such financial statements or referred
to in the notes thereto (including, without limitation, all guaranties, endorsements and other
contingent obligations in respect of the indebtedness of others, and obligations to reimburse the
issuer in respect of any letters of credit);




          (e) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, (i) a Rent Roll for each of the Mortgaged Properties and a summary thereof in
form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth
calendar quarter in each year), together with a listing of each tenant that has taken occupancy of
such Mortgaged Property during each calendar quarter (including the fourth calendar quarter in each
year), and (ii) a copy of each material Lease or material amendment to




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any material Lease entered into with respect to a Mortgaged Property during such calendar
quarter (including the fourth calendar quarter in each year);




          (f) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, to the extent not included in public filings by or on behalf of REIT, and upon
request by Agent, a statement (i) listing the material Real Estate owned by the Borrowers and their
Subsidiaries (or in which the Borrowers or their Subsidiaries owns an interest) and stating the
location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the
Borrowers and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)),
which statement shall include, without limitation, a statement of the original principal amount of
such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any
extension options, the interest rate, the collateral provided for such Indebtedness and whether
such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrowers
and their Subsidiaries which are Development Properties and providing a brief summary of the status
of such development;




          (g) contemporaneously with the filing or mailing thereof, copies of all material of a
financial nature, reports or proxy statements sent to the owners of Parent Borrower or REIT;




          (h) to the extent requested by Agent, copies of all annual federal income tax returns and
amendments thereto of the Borrowers;




          (i) promptly upon the filing hereof, copies of any registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual,
quarterly or monthly reports and other statements and reports which Parent Borrower or REIT shall
file with the SEC;




          (j) to the extent requested by Agent, evidence reasonably satisfactory to Agent of the timely
payment of all real estate taxes for the Mortgaged Properties;




          (k) not later than January 31 of each year, a budget and business plan for the Borrowers and
their Subsidiaries for such calendar year; and




          (l) from time to time such other financial data and information in the possession of the
Borrowers or their respective Subsidiaries (including without limitation auditors’ management
letters, status of litigation or investigations against the Borrowers and any settlement
discussions relating thereto, property inspection and environmental reports and information as to
zoning and other legal and regulatory changes affecting the Borrowers) as the Agent may reasonably
request.



Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to
Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent,
and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s
receipt thereof. Upon the request of Agent, Borrowers shall deliver paper copies thereof to Agent
and the Lenders. Borrowers authorize Agent and Arrangers to disseminate any such materials through
the use of Intralinks, SyndTrak or any other electronic information




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dissemination system, and the Borrowers release Agent and the Lenders from any liability in
connection therewith.




     §7.5 Notices.



          (a) Defaults. The Borrowers will promptly upon becoming aware of same notify the
Agent in writing of the occurrence of any Default or Event of Default, which notice shall describe
such occurrence with reasonable specificity. If any Person shall give any notice or take any other
action in respect of a claimed default (whether or not constituting an Event of Default) under this
Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or
with respect to which any Borrower or any of their respective Subsidiaries is a party or obligor,
whether as principal or surety, and such default would permit the holder of such note or obligation
or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would
either cause a Default or have a Material Adverse Effect, the Borrowers shall forthwith give
written notice thereof to the Agent and each of the Lenders, describing the notice or action and
the nature of the claimed default.




          (b) Environmental Events. The Borrowers will give notice to the Agent within ten (10)
Business Days of becoming aware of (i) any potential or known Release, or threat of Release, of any
Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any
Environmental Law that any Borrower or any of their respective Subsidiaries reports in writing or
is reportable by such Person in writing (or for which any written report supplemental to any oral
report is made) to any federal, state or local environmental agency or (iii) any inquiry,
proceeding, investigation, or other action, including a notice from any agency of potential
environmental liability, of any federal, state or local environmental agency or board, that in the
case of either clauses (i) – (iii) above could reasonably be expected to have a Material Adverse
Effect, or materially adversely affect the Agent’s liens or security title on the Collateral
pursuant to the Security Documents.




          (c) Notification of Claims Against Collateral. The Borrowers will give notice to the
Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims
(including, with respect to the Mortgaged Property, environmental claims), withholdings or other
defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to
the Collateral, are subject, to the extent the same would result in a Material Adverse Effect.




          (d) Notice of Litigation and Judgments. The Borrowers will give notice to the Agent
in writing within five (5) Business Days of becoming aware of any litigation or proceedings
threatened in writing affecting any Borrower or any of their respective Subsidiaries or to which
any Borrower or any of their respective Subsidiaries is or is to become a party involving an
uninsured claim against any Borrower or any of their respective Subsidiaries that could reasonably
be expected to have a Material Adverse Effect and stating the nature and status of such litigation
or proceedings. The Borrowers will give notice to the Agent, in writing, in form and detail
reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment
not covered by insurance, whether final or otherwise, against any Borrower or any of their
respective Subsidiaries in an amount in excess of $1,000,000.




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          (e) ERISA. The Borrowers will give notice to the Agent within ten (10) Business Days
after the Borrowers or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of
any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan,
Multiemployer Plan, or knows that the plan administrator of any such plan has given or is required
to give notice of any such reportable event; (ii) received a notice from the trustee of a
Multiemployer Plan of complete or partial withdrawal liability under Title IV of ERISA; or (iii)
receives any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a
trustee to administer any such plan, in each case if such event or occurrence would reasonably be
expected to have a Material Adverse Effect.




          (f) Notification of Lenders. Within five (5) Business Days after receiving any notice
under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies
of any certificates or other written information that accompanied such notice.




     §7.6 Existence; Maintenance of Properties.



          (a) The Borrowers will preserve and keep in full force and effect their legal existence in the
jurisdiction of its incorporation or formation. The Borrowers will preserve and keep in full force
all of their rights and franchises, the preservation of which is necessary to the conduct of their
business. Borrowers shall cause REIT to at all times comply with all requirements and applicable
laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status.
Borrowers shall cause the common stock of REIT to at all times be listed for trading and be traded
on the New York Stock Exchange or another national exchange approved by Agent, unless otherwise
consented to by the Required Lenders. Parent Borrower shall continue to own directly or indirectly
one hundred percent (100%) of the Subsidiary Borrowers, subject to the terms and provisions hereof.




          (b) Each Borrower (i) will cause all of its properties used or useful in the conduct of its
business or the business of its Subsidiaries to be maintained and kept in good condition, repair
and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and
(ii) will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof in all cases in which the failure to do so would cause a Material Adverse
Effect (except for a casualty when proceeds are not made available by the Agent). Without
limitation of the obligations of the Borrowers under this Agreement with respect to the maintenance
of the Mortgaged Properties, the Borrowers shall promptly and diligently comply with the
recommendations of the Environmental Engineer concerning the maintenance, operation or upkeep of
the Mortgaged Properties contained in the building inspection and environmental reports delivered
to the Agent or otherwise obtained by Borrowers with respect to the Mortgaged Property in all cases
in which the failure to do so would cause a Material Adverse Effect.




     §7.7 Insurance; Condemnation.



          (a) The Borrowers will, at their expense, procure and maintain for the benefit of the
Borrowers and the Agent, insurance policies issued by such insurance companies, in such amounts, in
such form and substance, and with such coverages, endorsements, deductibles and expiration dates as
are reasonably acceptable to the Agent, taking into consideration the property






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size, use, and location that a commercially prudent lender would require, providing the
following types of insurance covering each Mortgaged Property:




               (i) “All Risks” property insurance (including broad form earthquake (if the Mortgaged Property
is in a high earthquake hazard area as reasonably determined by Agent), coverage from loss or
damage arising from acts of terrorism, and comprehensive boiler and machinery coverages) on each
Building and the contents therein owned by the Borrowers in an amount not less than one hundred
percent (100%) of the full replacement cost of each Building and the contents from causes of loss
other than flood and earthquake with a sublimit for earthquake of $35,000,000 in the aggregate
annually therein of the Borrowers or such other amount as the Agent may approve, with deductibles
not to exceed $25,000 for causes of loss other than flood and earthquake in any one occurrence,
24-hour waiting period for business interruption and a deductible for earthquake of five percent
(5%) of the total insured value with a minimum deductible of $100,000 per occurrence and per
location, with a replacement cost coverage endorsement and an agreed amount endorsement (with a 5%
of the total insured value deductible for wind damage for the property located at 2115 Northwest
22nd Street, Miami, Florida should such property become a Mortgaged Property hereunder). Full
replacement cost as used herein means the cost of replacing the Building (exclusive of the cost of
excavations, foundations and footings below the lowest basement floor) and the contents therein
owned by the Borrowers without deduction for physical depreciation thereof;



               (ii) During the course of construction or repair of any Building, the insurance required by
clause (i) above shall be written on a builders risk, completed value, non-reporting form, meeting
all of the terms required by clause (i) above, covering the total value of work performed,
materials, equipment, machinery and supplies furnished, existing structures, and temporary
structures being erected on or near the Mortgaged Property, including coverage against collapse and
damage during transit or while being stored off-site, and containing a soft costs (including loss
of rents) coverage endorsement and a permission to occupy endorsement;



               (iii) Flood insurance if at any time any Building is located in any federally designated
“special hazard area” (including any area having special flood, mudslide and/or flood-related
erosion hazards, and shown on a Flood Hazard Boundary Map or a Flood Insurance Rate Map published
by the Federal Emergency Management Agency as Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M
or E) and the broad form flood coverage required by clause (i) above is not available, in an amount
of $50,000,000 in the aggregate annually with a minimum deductible of $100,000 per occurrence and
per location (such minimum deductible to be $500,000 for the Mortgaged Property located at 1656
McCarthy Boulevard, Milpitas, California, and, if such properties shall become a Mortgaged Property
hereunder, the properties lcated at 32 Avenue of the Americas, New York, New York and 2155
Northwest 22nd Street, Miami, Florida), or the maximum amount if available under the National Flood
Insurance Program;



               (iv) Rent loss insurance in an amount sufficient to recover at least the total estimated gross
receipts from all sources of income, including without limitation, rental income, for the Mortgaged
Property for a twelve (12) month period;



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               (v) Commercial general liability insurance against claims for personal injury (to include,
without limitation, bodily injury and personal and advertising injury) and property damage
liability, all on an occurrence basis, if commercially available, with such coverages as the Agent
may reasonably request (including, without limitation, contractual liability coverage, completed
operations coverage for a period of two (2) years following completion of construction of any
improvements on the Mortgaged Property, and coverages equivalent to an ISO broad form endorsement),
with a general aggregate limit of not less than $2,000,000, a completed operations aggregate limit
of not less than $2,000,000, and a combined single “per occurrence” limit of not less than
$1,000,000 for bodily injury, property damage and medical payments;



               (vi) During the course of construction or repair of any improvements on the Mortgaged
Property, owner’s contingent or protective liability insurance covering claims not covered by or
under the terms or provisions of the insurance required by clause (v) above;



               (vii) Employer’s liability insurance with respect to the Borrowers’ employees (or if the
Borrowers have no employees, with respect to the employees of the managers under the Management
Agreements);



               (viii) Umbrella liability insurance with limits of not less than $10,000,000 to be in excess
of the limits of the insurance required by clauses (v), (vi) and (vii) above, with coverage at
least as broad as the primary coverages of the insurance required by clauses (v), (vi) and (vii)
above, with any excess liability insurance to be at least as broad as the coverages of the lead
umbrella policy. All such policies shall be endorsed to provide defense coverage obligations; and



               (ix) Workers’ compensation insurance for all employees of the Borrowers or their Subsidiaries
engaged on or with respect to the Mortgaged Property with limits as required by applicable law (or
if Borrowers have no employees, for all employees of the managers under the Management Agreements).



     The Borrowers shall pay all premiums on insurance policies. The insurance policies with
respect to all Mortgaged Property provided for in clauses (v), (vi) and (viii) shall name the Agent
and each Lender as an additional insured and shall contain a cross liability/severability
endorsement. The insurance policies provided for in clauses (i), (ii), (iii) and (iv) above as to
each Mortgaged Property shall name the Agent as mortgagee and loss payee, shall be first payable in
case of loss to the Agent, and shall contain mortgage clauses and lender’s loss payable
endorsements in form and substance acceptable to the Agent. The Borrowers shall deliver duplicate
originals or certified copies of all such policies to the Agent, and the Borrowers shall promptly
furnish to the Agent all renewal notices and evidence that all premiums or portions thereof then
due and payable have been paid. At least thirty (30) days prior to the expiration date of the
policies, the Borrowers shall deliver to the Agent evidence of continued coverage, including a
certificate of insurance, as may be satisfactory to the Agent; provided, however, if Borrowers are
continuing insurance renewal negotiations at such date, then Borrowers shall inform Agent in
writing of the status of such insurance renewal negotiations and any anticipated or potential
material changes in coverages, deductibles or limits at least thirty (30) days prior to



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the expiration date of such policies, and shall in any event provide evidence of extension,
renewal or replacement prior to the expiration date of the current policies.




          (b) All policies of insurance required by this Agreement shall contain clauses or endorsements
to the effect that (i) no act or omission of the Borrowers or anyone acting for the Borrowers
(including, without limitation, any representations made in the procurement of such insurance),
which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or
use of the Mortgaged Property for purposes more hazardous than permitted by the terms of the
policy, and no foreclosure or any other change in title to the Mortgaged Property or any part
thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is
concerned, (ii) the insurer waives any right of set off, counterclaim, subrogation, or any
deduction in respect of any liability of the Borrowers and the Agent, (iii) such insurance is
primary and without right of contribution from any other insurance which may be available, (iv)
such policies shall not be modified, canceled or terminated prior to the scheduled expiration date
thereof without the insurer thereunder giving at least thirty (30) days prior written notice except
in cases of non-payment of premium, ten (10) days prior written notice, to the Agent by certified
or registered mail, and (v) that the Agent or the Lenders shall not be liable for any premiums
thereon or subject to any assessments thereunder, and shall in all events be in amounts sufficient
to avoid any coinsurance liability.




          (c) The insurance required by this Agreement may be effected through a blanket policy or
policies covering additional locations and property of the Borrowers and other Persons not included
in the Mortgaged Property, provided that such blanket policy or policies comply with all of
the terms and provisions of this §7.7 and contain endorsements or clauses assuring that any claim
recovery will not be less than that which a separate policy would provide, including a loss payable
endorsement favoring the Agent. The policy will be endorsed with a per location aggregate that
applies to the commercial general liability insurance.




          (d) All policies of insurance required by this Agreement shall be issued by companies licensed
to do business in the State where the policy is issued and also in the States where the Mortgaged
Property is located and having a rating in Best’s Key Rating Guide of at least “A” and a financial
size category of at least “X.”




          (e) No Borrower shall carry separate insurance, concurrent in kind or form or contributing in
the event of loss, with any insurance required under this Agreement unless such insurance complies
with the terms and provisions of this §7.7.




          (f) In the event of any loss or damage to the Mortgaged Property in excess of $1,000,000, the
Borrowers shall give prompt written notice to the insurance carrier and the Agent. Subject to the
provisions of (g) below, each Borrower hereby irrevocably authorizes and empowers the Agent, at the
Agent’s option and in the Agent’s sole discretion or at the request of the Required Lenders in
their sole discretion, as its attorney in fact, to make proof of such loss, to adjust and
compromise any claim under insurance policies, to appear in and prosecute any action arising from
such insurance policies, to collect and receive Insurance Proceeds and Condemnation Proceeds, and
to deduct therefrom the Agent’s reasonable expenses incurred in the collection of such Insurance
Proceeds; provided, however, that so long as no Event of Default has occurred and
is continuing and so long as the applicable Borrower shall in good faith




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diligently pursue such claim, the applicable Borrower may make proof of loss and appear in any
proceedings or negotiations with respect to the adjustment of such claim, except that the
applicable Borrower may not settle, adjust or compromise any such claim without the prior written
consent of the Agent, which consent shall not be unreasonably withheld or delayed;
provided, further, that the applicable Borrower may make proof of loss and adjust
and compromise any claim under casualty insurance policies which is in an amount less than
$1,000,000 so long as no Event of Default has occurred and is continuing and so long as the
applicable Borrower shall in good faith diligently pursue such claim. Subject to the provisions of
(g) below, the Borrowers further authorize the Agent, at the Agent’s option, to (i) apply the
balance of such Insurance Proceeds and Condemnation Proceeds to the payment of the Obligations
whether or not then due, or (ii) if the Agent shall require the reconstruction or repair of the
Mortgaged Property, to hold the balance of such proceeds as trustee to be used to pay taxes,
charges, sewer use fees, water rates and assessments which may be imposed on the Mortgaged Property
which are then due and payable and the Obligations as they become due during the course of
reconstruction or repair of the Mortgaged Property and to pay, in accordance with such terms and
conditions as the Agent or other lenders of construction projects may prescribe, for the costs of
reconstruction or repair of the Mortgaged Property, and upon completion of such reconstruction or
repair to pay the excess to Borrower.




          (g) Notwithstanding the foregoing or anything to the contrary contained in the Mortgages, the
Agent shall make net Insurance Proceeds and Condemnation Proceeds available to the Borrowers to
reconstruct and repair the Mortgaged Property, in accordance with such terms and conditions as the
Agent may prescribe in the Agent’s discretion for the disbursement of the proceeds,
provided that (i) the cost of such reconstruction or repair is not estimated by the Agent
to exceed fifty percent (50%) of the replacement cost of the damaged Building (as reasonably
estimated by the Agent), (ii) no Default or Event of Default shall have occurred and be continuing,
(iii) the Borrowers shall have provided to the Agent additional security reasonably satisfactory to
Agent in an amount equal to the amount reasonably estimated by the Agent to be the amount in excess
of such proceeds which will be required to complete such repair or restoration, (iv) for
restorations in excess of $2,000,000, the Agent shall have approved the plans and specifications,
construction budget, construction contracts, and construction schedule for such repair or
restoration (provided that the Agent shall not disapprove such plans and specifications if
the Building is to be restored to substantially its condition immediately prior to such damage),
(v) the Borrowers shall have delivered to the Agent written agreements binding upon not less than
seventy-five percent (75%) of the tenants or other parties having present or future rights to
possession of any portion of the affected Mortgaged Property or having any right to require repair,
restoration or completion of the Mortgaged Property or any portion thereof (determined by reference
to those tenants in the aggregate occupying or having rights to occupy not less than seventy-five
percent (75%) of the Net Rentable Area of the Building so damaged), agreeing upon a date for
delivery of possession of the Mortgaged Property or their respective portions thereof, to permit
time which is sufficient in the judgment of the Agent for such repair or restoration and approving
the plans and specifications for such repair or restoration, or other evidence satisfactory to the
Agent that none of such tenants or other parties may terminate their Leases as a result of such
casualty or as a result of having a right to approve the plans and specifications for such repair
or restoration, (vi) the Agent shall reasonably determine that such repair or reconstruction can be
completed prior to the Revolving Credit Maturity Date, (vii) the Agent shall receive evidence
reasonably satisfactory to it that any such restoration, repair or






70









 







rebuilding complies in all respects with any and all applicable state, federal and local laws,
ordinances and regulations, including without limitation, zoning laws, ordinances and regulations,
and that all required permits, licenses and approvals relative thereto have been or will be issued
in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall
receive evidence reasonably satisfactory to it that the insurer under such policies of fire or
other casualty insurance does not assert any defense to payment under such policies against any
Borrower or the Agent, and (ix) with respect to any Taking, Agent shall determine that following
such repair or restoration there shall be no more than the lesser of (i) a twenty-five percent
(25%) reduction in occupancy or rental income from the Mortgaged Property so affected by such
specific condemnation or taking (excluding any proceeds from rental loss insurance or proceeds from
such award allocable to rent) or (ii) a fifteen percent (15%) reduction in occupancy or in rental
income from all of the Mortgaged Properties (excluding any proceeds from rental loss insurance or
proceeds of such award allocable to rent), after giving effect to the current condemnation or
taking and any previous condemnations or takings which may have occurred. Any excess Insurance
Proceeds shall be paid to the Borrowers, or if an Event of Default has occurred and is continuing,
such proceeds shall be applied to the payment of the Obligations, unless in either case by the
terms of the applicable insurance policy the excess proceeds are required to be returned to such
insurer. Any excess Condemnation Proceeds shall be applied to the payment of the Obligations. In
no event shall the provisions of this section be construed to extend the Revolving Credit Maturity
Date or to limit in any way any right or remedy of the Agent upon the occurrence of an Event of
Default hereunder. If the Mortgaged Property is sold then the new owners shall be required to
secure and maintain their own insurance as listed above or if the Mortgaged Property is acquired by
the Agent, then the Agent shall be required to procure its own insurance as listed above. There
shall be no assignment of the policy to either the new owners or Agent.




     §7.8 Taxes. The Borrowers will, and will cause their respective Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, all taxes, assessments and other governmental
charges imposed upon them or upon the Mortgaged Properties or the other Real Estate, sales and
activities, or any part thereof, or upon the income or profits therefrom that if unpaid might by
law become a lien or charge upon any of its property or other Liens affecting any of the Collateral
or other property of Borrowers, or, with respect to their respective Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, provided that any such tax,
assessment, charge or levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings which shall suspend the collection
thereof with respect to such property, neither such property nor any portion thereof or interest
therein would be in any danger of sale, forfeiture or loss by reason of such proceeding and such
Borrower or any such Subsidiary shall have set aside on its books adequate reserves in accordance
with GAAP; and provided, further, that forthwith upon the commencement of
proceedings to foreclose any lien that may have attached as security therefor, such Borrower or any
such Subsidiary either (i) will provide a bond issued by a surety reasonably acceptable to the
Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay
each such tax, assessment, charge or levy.



     §7.9 Inspection of Properties and Books. The Borrowers will, and will cause their respective
Subsidiaries to, permit the Agent and the Lenders, at the Borrowers’ expense and upon reasonable
prior notice, to visit and inspect any of the properties of the Borrowers or any of



71









 




their respective Subsidiaries (subject to the rights of tenants under their Leases, and Agent
and Lender agree to use commercially reasonable efforts not to interfere with such rights) during
normal business hours, to examine the books of account of the Borrowers and their respective
Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of the Borrowers and their respective Subsidiaries with, and to be advised as
to the same by, their respective officers, partners or members, all at such reasonable times and
intervals as the Agent or any Lender may reasonably request, provided that so long as no
Default or Event of Default shall have occurred and be continuing, the Borrowers shall not be
required to pay for such visits and inspections more often than once in any twelve (12) month
period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as
to minimize the interference with and disruption to the normal business operations of the Borrowers
and their respective Subsidiaries.




     §7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrowers will, and will
cause each of their respective Subsidiaries to, comply in all respects with (i) all applicable laws
and regulations now or hereafter in effect wherever its business is conducted, including all
Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited
liability company agreement or declaration of trust, as the case may be, and other charter
documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or
any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all
licenses and permits required by applicable laws and regulations for the conduct of its business or
the ownership, use or operation of its properties, except where a failure to so comply with any of
clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any
authorization, consent, approval, permit or license from any officer, agency or instrumentality of
any government shall become necessary or required in order that the Borrowers or their respective
Subsidiaries may fulfill any of its obligations hereunder, the Borrowers or such Subsidiary will
immediately take or cause to be taken all reasonable steps necessary to obtain such authorization,
consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.
Borrowers shall develop and implement such programs, policies and procedures as are necessary to
comply with the Patriot Act and shall promptly advise Agent in writing in the event that Borrowers
shall determine that any investors in Borrowers are in violation of such act.



     §7.11 Further Assurances. The Borrowers will and will cause each of their respective
Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and
documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Agreement and the other Loan Documents.



     §7.12 Management. The Borrowers shall not enter into any Management Agreement with a third
party manager for the Mortgaged Property without the prior written consent of the Agent (which
shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be
modified in any material respect or terminated without Agent’s prior written approval, such
approval not to be unreasonably withheld. Agent may condition any approval of a new manager upon
the execution and delivery to Agent of collateral assignment of such Management Agreement to Agent
and a subordination of the manager’s rights thereunder to the rights of the Agent and the Lenders
under the Loan Documents. The Management Agreements



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described on Schedule 6.23 hereto relating to the initial Mortgaged Properties are
approved by Agent.




     §7.13 Leases of the Property. The Borrowers will give notice to the Agent of any proposed new
Lease at any Mortgaged Property for the lease of space therein and shall provide to the Agent a
copy of the proposed Lease and any and all agreements or documents related thereto, current
financial information for the proposed tenant and any guarantor of the proposed Lease and such
other information as the Agent may reasonably request. No Borrower will lease all or any portion
of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept
the surrender of, or consent to the assignment or subletting of, or grant any concessions to or
waive the performance of any obligations of any tenant, lessee or licensee under, any now existing
or future Lease at any Mortgaged Property without the prior written consent of the Agent not to be
unreasonably withheld, conditioned or delayed; provided, however, that without the
prior written approval of Agent, the Borrower may enter into a new Lease for a Mortgaged Property
involving less than 1.0 mega watts of critical power and the Borrower may amend, supplement or
otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or
subletting of, or grant any concessions to or waive the performance of any obligations of any
tenant, lessee or licensee under any now existing or future Lease at a Mortgaged Property involving
less than 500 kilo watts of critical power, provided that such Lease is consistent with sound
leasing and management practices for similar properties, and provided, further,
that without the prior written approval of Agent, Borrower may (i) enter into expansions of any
Lease by up to an additional 500 kilo watts of critical power, (ii) expand or contract power,
“so-called” cross connects, “so-called” remote hands, “so-called” interconnection services, and
other similar services offered in the ordinary course of business with respect to any now existing
or future Lease, and/or (iii) provide abatements or credits to any tenant, lessee or licensee in
the ordinary course of business under any now existing or future Lease. In addition, any
concessions or waivers of performance already contained in Leases in place as of the Closing Date
are hereby approved by Agent. If a Borrower submits to Agent a written request for approval with
respect to a proposed Lease and/or any such action with respect to a Lease and Agent fails to
approve or disapprove any such proposed Lease and/or any such action within seven (7) days after
Agent receives from such Borrower such request together with a copy of the final version of such
proposed Lease, as applicable, then Borrower may provide to the Agent a second written request for
approval with respect to a proposed Lease which includes the following in all capital, bolded,
block letters on the first page thereof:




“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) DAYS OF
RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE
REQUEST.”


and if the foregoing legend is included by the Borrower in its communication, the Agent shall be
deemed to have approved or consented to such proposed Lease and/or such action if the Agent fails
to object to such proposed Lease and/or such action within five (5) days (without counting the day
of receipt) of Agent’s receipt of such second notice.




     Agent agrees, upon request, to enter into a non-disturbance agreement in form and substance
reasonably acceptable to the Agent and any such tenant and/or licensee.



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     §7.14 Business Operations. The Borrowers and their respective Subsidiaries shall operate
their respective businesses in substantially the same manner and in substantially the same fields
and lines of business as such business is now conducted and in compliance with the terms and
conditions of this Agreement and the Loan Documents. Borrowers will not, and will not permit any
Subsidiary to, directly or indirectly, engage in any line of business other than the ownership,
operation and development of Data Center Properties or businesses incidental thereto.



     §7.15 Registered Servicemark. Without prior written notice to the Agent, none of the
Mortgaged Properties shall be owned or operated by the Borrowers under any registered or protected
trademark, tradename, servicemark or logo. In no event any of the Mortgaged Properties shall be
owned or operated under any registered or protected tradename, trademark, servicemark or logo
(other than the “CoreSite(s)” name and the “CoreSite(s)” logo).



     §7.16 Ownership of Real Estate. Without the prior written consent of Agent, all Real Estate
and all interests (whether direct or indirect) of Parent Borrower or REIT in any real estate assets
now owned or leased or acquired or leased after the date hereof shall be owned or leased directly
by Parent Borrower or a Wholly Owned Subsidiary of Parent Borrower; provided,
however that Parent Borrower shall be permitted to own or lease interests in Real Estate
through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates as permitted by §8.3.



     §7.17 [Intentionally Omitted].



     §7.18 Ownership Restrictions. REIT will at all times own not less than thirty three percent
(33%) of the economic, voting and beneficial interest in Parent Borrower and shall be the sole
general partner of Parent Borrower.



     §7.19 Plan Assets. The Borrowers will do, or cause to be done, all things necessary to ensure
that none of the Mortgaged Properties will be deemed to be Plan Assets at any time.



     §7.20 [Intentionally Omitted.]



     §7.21 [Intentionally Omitted.]



     §7.22 REIT Covenants. Borrowers shall cause REIT to comply with the following covenants:



          (a) REIT will have as its sole business purpose owning ownership interests of Parent Borrower,
performing duties as the general partner of Parent Borrower and making equity investments in such
operating partnership, and shall not engage in any business or activities other than those
described in this §7.22(a);




          (b) REIT shall promptly contribute or otherwise downstream to Parent Borrower any net assets
received by REIT from third parties (including, without limitation, the proceeds from any Equity
Offering);




          (c) REIT will not make or permit to be made, by voluntary or involuntary means, any transfer
or encumbrance of its interest in Parent Borrower, or any dilution of its




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interest in Parent Borrower; provided, however, that the interests of the REIT
in Parent Borrower may be diluted as a direct result of the acquisition by Parent Borrower or its
Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in
the name of Parent Borrower or any such Subsidiary or by acquiring direct or indirect ownership
interests in a partnership, corporation or limited liability company that owns directly such Real
Estate (subject in all respects to compliance by Parent Borrower and its Subsidiaries with the
terms of this Agreement), the sales price of which is paid in whole or in part by the issuance of
additional interests in Parent Borrower so long as the REIT at all times complies with §7.18
hereof; and provided, further, that this paragraph shall not apply to any Employee
Benefit Plan of REIT or any unit redemptions of Parent Borrower by The Carlyle Group; and




          (d) the REIT shall not dissolve, liquidate or otherwise wind-up its business, affairs or
assets.




§8. NEGATIVE COVENANTS.




     The Borrowers covenant and agree that, so long as any Loan, Note or Letter of Credit is
outstanding or any of the Lenders has any obligation to make any Loans or issue any Letter of
Credit:



     §8.1 Restrictions on Indebtedness. The Borrowers will not create, incur, assume, guarantee or
be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:



          (a) Indebtedness to the Lenders arising under any of the Loan Documents;




          (b) current liabilities of the Borrowers incurred in the ordinary course of business but not
incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on
an open account basis customarily extended and in fact extended in connection with normal purchases
of goods and services;




          (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims
for labor, materials and supplies to the extent that payment therefor shall not at the time be
required to be made in accordance with the provisions of §7.8;




          (d) Indebtedness in respect of judgments only to the extent, for the period and for an amount
not resulting in an Event of Default;




          (e) endorsements for collection, deposit or negotiation and warranties of products or
services, in each case incurred in the ordinary course of business;




          (f) Indebtedness of the Parent Borrower in connection with completion and similar guaranties
in an aggregate amount at any one time not in excess of the greater of (i) $175,000,000 or (ii)
fifteen percent (15%) of the Gross Asset Value; and




          (g) Other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other
than any Subsidiary Borrower), provided that none of such Persons shall incur any of the
Indebtedness described in this §8.1(g) unless it shall have provided to the Agent




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prior written notice of the proposed incurrence of such Indebtedness, a statement that the
borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating
that the Borrowers will be in compliance with its covenants referred to therein after giving effect
to the incurrence of such Indebtedness.




     Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness
described in §8.1(g) above shall have any of the Mortgaged Properties or any interest therein or
any direct or indirect ownership interest in any Subsidiary Borrower as collateral, a borrowing
base, asset pool or any similar form of credit support for such Indebtedness (provided that the
foregoing shall not preclude Subsidiaries of the Borrowers (other than a Subsidiary Borrower) to
incur Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Parent
Borrower) and (ii) none of the Subsidiary Borrowers, Parent Borrower nor REIT shall create, incur,
assume, guarantee or be or remain liable, contingently or otherwise, with respect to any
Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or
indemnity agreement creating liability with respect to usual and customary exclusions from the
non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other
than Indebtedness described in §§8.1(a)-(g) above.



     §8.2 Restrictions on Liens, Etc. The Borrowers will not (a) create or incur or suffer to be
created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative
pledge, charge, restriction or other security interest of any kind upon any of their respective
property or assets of any character whether now owned or hereafter acquired, or upon the income or
profits therefrom; (b) transfer any of their property or assets or the income or profits therefrom
for the purpose of subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors; (c) suffer to exist for a period of
more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or
demand against any of them that if unpaid could by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over any of their general creditors; (d) sell, assign,
pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or
instruments, with or without recourse; or (e) incur or maintain any obligation to any holder of
Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien
securing the Obligations (collectively, “Liens”); provided that notwithstanding anything to
the contrary contained herein, the Borrowers may create or incur or suffer to be created or
incurred or to exist:



               (i) (A) Liens not yet due or payable on properties to secure taxes, assessments and other
governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or
pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the
ordinary course of business in respect of obligations not then delinquent or not otherwise required
to be paid or discharged under the terms of this Agreement or any of the other Loan Documents and
(B) Liens on assets other than (I) the Collateral and (II) any direct or indirect interest of
Parent Borrower or any Subsidiary of Borrower in any other Borrower in respect of judgments
permitted by §8.1(d);



               (ii) deposits or pledges made in connection with, or to secure payment of, workers’
compensation, unemployment insurance, old age pensions or other social security obligations;



76









 





               (iii) Liens consisting of (A) mortgage liens on Real Estate (including the rents, issues and
profits therefrom), other than Real Estate that constitutes a Mortgaged Property or any interest
therein (including the rents, issues and profits therefrom), securing Indebtedness which is
permitted by §8.1(g) or (B) liens consisting of pledges of security interests in the ownership
interests of any Subsidiary which is not a Borrower or the direct or indirect owner of an interest
in a Borrower securing Indebtedness which is permitted by §8.1(g);



               (iv) encumbrances on a Mortgaged Property consisting of easements, rights of way, zoning
restrictions, restrictions on the use of real property and defects and irregularities in the title
thereto, landlord’s or lessor’s liens under leases to which a Borrower is a party, purchase money
security interests and other liens or encumbrances, which do not individually or in the aggregate
have a Material Adverse Effect;



               (v) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the
Obligations; and



               (vi) Liens and encumbrances on a Mortgaged Property expressly permitted under the terms of the
Mortgage relating thereto.



     Notwithstanding anything in this Agreement to the contrary, (x) no Subsidiary Borrower shall
create or incur or suffer to be created or incurred or to exist any Lien other than Liens
contemplated in §§8.2(i), (v) and (vi) and (y) REIT shall not create or suffer to be created or
incurred or to exist any Lien other than Liens contemplated in §8.2(i)(A).



     §8.3 Restrictions on Investments. Neither the Parent Borrower nor any Subsidiary Borrower
will make or permit to exist or to remain outstanding any Investment except Investments in:



          (a) marketable direct or guaranteed obligations of the United States of America that mature
within one (1) year from the date of purchase by Parent Borrower or Subsidiary Borrower;




          (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage
Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage
Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate
Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks,
or any other agency or instrumentality of the United States of America;




          (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United
States banks having total assets in excess of $100,000,000; provided, however, that
the aggregate amount at any time so invested with any single bank having total assets of less than
$1,000,000,000 will not exceed $200,000;




          (d) securities commonly known as “commercial paper” issued by a corporation organized and
existing under the laws of the United States of America or any State which at the time of purchase
are rated by Moody’s Investors Service, Inc. or by Standard &




77









 




Poor’s Corporation at not less than “P 1” if then rated by Moody’s Investors Service, Inc.,
and not less than “A 1”, if then rated by Standard & Poor’s Corporation;




          (e) mortgage-backed securities guaranteed by the Government National Mortgage Association, the
Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other
mortgage-backed bonds which at the time of purchase are rated by Moody’s Investors Service, Inc. or
by Standard & Poor’s Corporation at not less than “Aa” if then rated by Moody’s Investors Service,
Inc. and not less than “AA” if then rated by Standard & Poor’s Corporation, such investment, when
aggregated with the Investments set forth in §8.3(k), not to exceed five percent (5%) of Gross
Asset Value;




          (f) repurchase agreements having a term not greater than ninety (90) days and fully secured by
securities described in the foregoing subsection (a), (b) or (e) with banks described in the
foregoing subsection (c) or with financial institutions or other corporations having total assets
in excess of $500,000,000;




          (g) shares of so-called “money market funds” registered with the SEC under the Investment
Company Act of 1940 which maintain a level per-share value, invest principally in investments
described in the foregoing subsections (a) through (f) and have total assets in excess of
$50,000,000;




          (h) the acquisition of fee interests or long-term ground lease interests by Parent Borrower or
Subsidiary Borrower in (i) Real Estate which is utilized for income-producing Data Center
Properties located in the continental United States or the District of Columbia and businesses and
investments incidental thereto, and (ii) subject to the restrictions set forth in this §8.3, the
acquisition of Land Assets to be developed for the foregoing purposes and Development Properties to
be used for the purposes set forth in §8.3(h)(i);




          (i) Investments by Parent Borrower in wholly-owned Subsidiaries of Parent Borrower;




          (j) Investments in Land Assets, provided that the aggregate Investment therein shall not
exceed the greater of (i) five percent (5%) of Gross Asset Value or (ii) $45,000,000;




          (k) Investments in mortgages or notes receivable not to exceed five percent (5%) of Gross
Asset Value;




          (l) Investments in Development Projects, provided that the aggregate Investment therein shall
not exceed the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;




          (m) Investments in non-wholly owned Subsidiaries and Unconsolidated Affiliates, provided that
the aggregate Investment therein shall not exceed ten percent (10%) of Gross Asset Value; and




          (n) Investments (i) in equipment which will be incorporated into the development of Data
Center Properties, (ii) with utility companies to bring critical power to Data




78









 




Center Properties, and (iii) with fiber optic companies to bring fiber optics to Data Center
Properties.



Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of Parent
Borrower and Subsidiary Borrowers in the Investments described in §8.3(j)-(m) exceed thirty percent
(30%) of Gross Asset Value at any time.




     For the purposes of this §8.3, the Investment of Parent Borrower or Subsidiary Borrowers in
any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication)
the sum of (i) such Person’s pro rata share of their Unconsolidated Affiliate’s Investment in Land
Assets; plus (ii) such Person’s pro rata share of any other Investments valued at the GAAP book
value.



     §8.4 Merger, Consolidation. Borrowers will not become a party to any dissolution,
liquidation, disposition of all or substantially all of its assets or business, merger,
reorganization, consolidation or other business combination or agree to effect any asset
acquisition, stock acquisition or other acquisition individually or in a series of transactions
which may have a similar effect as any of the foregoing, in each case without the prior written
consent of the Required Lenders except for (i) the merger or consolidation of one or more of the
Subsidiaries of Parent Borrower (other than any Subsidiary that is a Subsidiary Borrower) with and
into Parent Borrower (it being understood and agreed that in any such event Parent Borrower will be
the surviving Person) and (ii) the merger or consolidation of two or more Subsidiaries of Parent
Borrower; provided that no such merger or consolidation shall involve any Subsidiary that
is a Subsidiary Borrower.



     §8.5 Sale and Leaseback. The Borrowers will not enter into any arrangement, directly or
indirectly, whereby any Borrower shall sell or transfer any Real Estate owned by it in order that
then or thereafter such Borrower shall lease back such Real Estate without the prior written
consent of Agent, such consent not to be unreasonably withheld.



     §8.6 Compliance with Environmental Laws. None of the Borrowers will do any of the following:
(a) use any of the Real Estate or any portion thereof as a facility for the handling, processing,
storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in
the ordinary course of Borrower’s or its tenants’ business and in material compliance with all
applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for Hazardous Substances except in
material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the
Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any
Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a
Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or
any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or
any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport
of any Hazardous Substances (except in material compliance with all Environmental Laws), except,
any such use, generation, conduct or other activity described in clauses (a) to (e) of this §8.6
could not reasonably be expected to have a Material Adverse Effect.



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     The Borrowers shall:



               (i) in the event of any change in applicable Environmental Laws governing the assessment,
release or removal of Hazardous Substances, take all reasonable action as required by such Laws
(including, without limitation, the conducting of engineering tests at the sole expense of the
Borrowers) to confirm that no Hazardous Substances are or ever were Released or disposed of on the
Mortgaged Properties in violation of applicable Environmental Laws; and



               (ii) if any Release or disposal of Hazardous Substances which Borrowers may be legally
obligated to contain, correct or otherwise remediate or which may otherwise expose such Borrowers
to liability shall occur or shall have occurred on any Mortgaged Property (including without
limitation any such Release or disposal occurring prior to the acquisition or leasing of such
Mortgaged Property by the Borrowers), the relevant Borrower shall, after obtaining knowledge
thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of
the Mortgaged Property in material compliance with all applicable Environmental Laws;
provided, that each of the Borrowers shall be deemed to be in compliance with Environmental
Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient
financial resources is taking reasonable action to remediate or manage such event to the reasonable
satisfaction of the Agent or has taken and is diligently pursuing a challenge to any such alleged
legal obligation through appropriate administrative or judicial proceedings. The Agent may, at its
own cost and expense, engage its own Environmental Engineer to review the environmental assessments
and the compliance with the covenants contained herein.



     At any time after an Event of Default shall have occurred hereunder and is continuing, the
Agent may at its election (and will at the request of the Required Lenders) obtain such
environmental assessments of any or all of the Mortgaged Properties prepared by an Environmental
Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether
any Hazardous Substances are present in the soil or water at or adjacent to any such Mortgaged
Property in a quantity or condition that is required to be contained, corrected or otherwise
remediated by the owner or operator of the Mortgaged Property pursuant to applicable Environmental
Laws and (ii) whether the use and operation of any such Mortgaged Property complies with all
Environmental Laws to the extent required by the Loan Documents. Additionally, at any time that
the Agent or the Required Lenders shall have reasonable and objective grounds to believe that a
Release or threatened Release of Hazardous Substances may have occurred at or from any Mortgaged
Property which the owner or operator of such property would be obligated to contain, correct or
otherwise remediate pursuant to applicable Environmental Laws or which otherwise may expose such
Person to liability under Environmental Laws, or that any of the Mortgaged Property is not in
compliance with Environmental Laws to the extent required by the Loan Documents, Borrowers shall
promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of
such Mortgaged Property prepared by an Environmental Engineer as may be reasonably necessary or
advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are
present in the soil or water at or adjacent to such Mortgaged Property and (ii) whether the use and
operation of such Mortgaged Property complies with all Environmental Laws to the extent required by
the Loan Documents. Environmental assessments may include detailed visual



80









 




inspections of such Mortgaged Property including, without limitation, any and all storage
areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well
as such other investigations or analyses as are reasonably necessary or appropriate for a complete
determination of the compliance of such Mortgaged Property and the use and operation thereof with
all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall
be at the sole cost and expense of the Borrowers.




     §8.7 Distributions.



          (a) Parent Borrower shall not pay any Distribution to the partners, members or other owners of
Parent Borrower, and REIT shall not pay any Distribution to its shareholders, if such Distribution
is in excess of the amount which (i) when added to the amount of all other Distributions paid in
the same calendar quarter and (A) the preceding calendar quarters from the date of this Agreement
or (B) the preceding three (3) calendar quarters (whichever is less), would exceed ninety-five
percent (95%) of such Person’s Funds from Operations for such period; provided that (x) the
limitations contained in this §8.7(a) shall not preclude the Parent Borrower from making
Distributions each year to its owners, pro rata in accordance with percentage interests, such that
the amount received by REIT is sufficient to cover (i) the liability of REIT for Taxes plus (ii) an
amount equal to the greater of: (1) the amount estimated by REIT in good faith after reasonable
diligence to be necessary to permit REIT to distribute to its shareholders with respect to any
calendar year (whether made during such year or after the end thereof) 100% of the “real estate
investment trust taxable income” of REIT within the meaning of Section 857(b)(2) of the Code,
determined without regard to deductions for dividends paid and the exclusions set forth in Sections
857(b)(2)(C), (D), (E) and (F) of the Code but including therein all net capital gains and net
recognized built-in gains within the meaning of Treasury Regulations Section 1.337(d)-6 (whether or
not such gains might otherwise be excluded or excludable therefrom); or (2) the amount that is
estimated by REIT in good faith after reasonable diligence to be necessary either to maintain the
REIT Status of REIT (if REIT exists) or to enable REIT to avoid the incurrence of any tax for any
calendar year that could be avoided by reason of a distribution by REIT to its shareholders, with
such distributions to be made as and when determined by REIT, whether during or after the end of
the relevant calendar year; and (y) REIT shall be allowed to pay Distributions of the amount
received pursuant to this §8.7(a) to its shareholders.




          (b) In the event that an Event of Default shall have occurred and be continuing, (i) Parent
Borrower shall make no Distributions, and REIT shall not pay any Distribution to its shareholders,
other than, if REIT exists and has elected REIT Status, Distributions pro rata in accordance with
percentage interests to the owners of Parent Borrower such that REIT receives an amount that is
estimated by REIT in good faith after reasonable diligence to be necessary either to maintain the
REIT Status of REIT under the Code for any calendar year, or to enable REIT to avoid the payment of
any tax for any calendar year that could be avoided by reason of a distribution by REIT to its
shareholders, with such distributions to be made as and when determined by REIT, whether during or
after the end of the relevant tax year and REIT shall be allowed to make Distributions of such
amounts to its shareholders.




          (c) Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a), (b),
(h), (i) or (j) shall have occurred or the maturity of the Obligations has been






81









 







accelerated, Parent Borrower shall not, and shall not permit REIT to, make any Distributions
whatsoever, directly or indirectly.




     §8.8 Asset Sales. Except for the transactions described on Schedule 7.24 or
Schedule 8.8 hereto, the Borrowers will not sell, transfer or otherwise dispose of any
material asset other than pursuant to a bona fide arm’s length transaction. No Borrower shall
sell, transfer or otherwise dispose of any Real Estate in one transaction or a series of
transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to
thirty-five percent (35%) of Gross Asset Value, except as the result of a condemnation or casualty
and except for the granting of Permitted Liens, as applicable, without the prior written consent of
Agent and the Required Lenders.



     §8.9 [Intentionally Omitted.]



     §8.10 Restriction on Prepayment of Indebtedness. Borrower will not (a) prepay, redeem,
defease, purchase or otherwise retire the principal amount, in whole or in part, of any
Indebtedness other than the Obligations after the occurrence of any Event of Default;
provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is
financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of
§8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of
Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the
Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness
(other than the Obligations) to accelerate the maturity date of such Indebtedness after the
occurrence of an Event of Default.



     §8.11 Zoning and Contract Changes and Compliance. No Borrower shall initiate or consent to
any zoning reclassification of any of its Mortgaged Property or seek any variance under any
existing zoning ordinance or use or permit the use of any Mortgaged Property in any manner that
could result in such use becoming a non-conforming use under any zoning ordinance or any other
applicable land use law, rule or regulation. No Borrower shall initiate any change in any laws,
requirements of governmental authorities or obligations created by private contracts and Leases
which now or hereafter may materially adversely affect the ownership, occupancy, use or operation
of any Mortgaged Property.



     §8.12 Derivatives Contracts. No Borrower shall contract, create, incur, assume or suffer to
exist any Derivatives Contracts except for Derivative Contracts made in the ordinary course of
business and not prohibited pursuant to §8.1 which are not secured by any portion of the collateral
granted to the Agent under any of the Loan Documents.



     §8.13 Transactions with Affiliates. No Borrower shall permit to exist or enter into any
transaction (including the purchase, sale, lease or exchange of any property or the rendering of
any service) with any Affiliate (but not including any Subsidiary of Parent Borrower), except (i)
transactions in connection with the Management Agreements, (ii) transactions set forth on
Schedule 6.15 attached hereto and Schedule 7.24 hereto and (iii) transactions
pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable
terms which are no less favorable to such Person than would be obtained in a comparable arm’s
length transaction with a Person that is not an Affiliate.



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     §8.14 Management Fees. Borrowers shall not pay, and shall not permit to be paid, any
management fees or other payments under any Management Agreement for any Mortgaged Property to any
manager that is an Affiliate of any Borrower in the event that a Default or Event of Default shall
have occurred and be continuing.



§9. FINANCIAL COVENANTS.




     The Borrowers covenant and agree that, so long as any Loan, Note or Letter of Credit is
outstanding or any Lender has any obligation to make any Loans or issue any Letter of Credit, in
the event that the Borrower shall not be in compliance with any of the following covenants,
Borrowers shall, within thirty (30) days after knowledge thereof (except as to Section 9.1, which
shall be governed by the cure period set forth in §3.2) , prepay the Loans in an amount that is
necessary or take such other action as may be necessary to comply with the financial covenants set
forth below:



     §9.1 Borrowing Base. The outstanding principal balance of the Loans and the Letter of Credit
Liabilities shall not be greater than the Borrowing Base Value.



     §9.2 Consolidated Total Indebtedness to Gross Asset Value. Consolidated Total Indebtedness
shall not exceed fifty five percent (55%) of Parent Borrower’s Gross Asset Value (such ratio to be
permitted to be greater than fifty five percent (55%) but not in excess of sixty percent (60%)
during two consecutive quarterly testing periods hereunder).



     §9.3 Recourse Indebtedness to Gross Asset Value. Recourse Indebtedness (excluding the Loans
and the Letter of Credit Liabilities) shall not exceed thirty percent (30%) of Parent Borrower’s
Gross Asset Value



     §9.4 Adjusted Consolidated EBITDA to Consolidated Fixed Charges. The ratio of Adjusted
Consolidated EBITDA determined for the most recently ended calendar quarter to Consolidated Fixed
Charges for the most recently ended calendar quarter annualized, shall not be less than 1.75 to
1.0.



     §9.5 Minimum Consolidated Tangible Net Worth. Parent Borrower’s Consolidated Tangible Net
Worth shall not be less than the sum of (i) $468,750,000, plus (ii) eighty percent (80%) of the sum
of (A) any additional Net Offering Proceeds after the Closing Date, plus (B) the value of interests
in Parent Borrower or interests in REIT issued upon the contribution of assets to Parent Borrower
or its Subsidiaries after the Closing Date (with such value determined at the time of
contribution).



     §9.6 Unhedged Variable Rate Debt. Unhedged Variable Rate Debt of Borrowers and their
respective Subsidiaries shall not exceed thirty percent (30%) of Gross Asset Value.



     §9.7 Borrowing Base. In addition, at all times, the Borrowing Base Availability shall be
determined from at least three (3) Mortgaged Properties having a Gross Asset Value of not less than
$150,000,000; provided however, this minimum $150,000,000 Gross Asset Value amount shall be reduced
on a pro rata basis with the termination of any portion of the aggregate Commitment.



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§10. CLOSING CONDITIONS.




     The obligation of the Lenders to make the Loans or issue Letters of Credit shall be subject to
the satisfaction of the following conditions precedent:



     §10.1 Loan Documents. Each of the Loan Documents shall have been duly executed and delivered
by the respective parties thereto and shall be in full force and effect. The Agent shall have
received a fully executed counterpart of each such document.



     §10.2 Certified Copies of Organizational Documents. The Agent shall have received from each
Borrower a copy, certified as of a recent date by the appropriate officer of each State in which
such Person is organized and in which the Mortgaged Properties are located and a duly authorized
officer, partner or member of such Person, as applicable, to be true and complete, of the
partnership agreement, corporate charter or operating agreement and/or other organizational
agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as
in effect on such date of certification.



     §10.3 Resolutions. All action on the part of each Borrower, as applicable, necessary for the
valid execution, delivery and performance by such Person of this Agreement and the other Loan
Documents to which such Person is or is to become a party shall have been duly and effectively
taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the
Agent.



     §10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from each
Borrower an incumbency certificate, dated as of the Closing Date, signed by a duly authorized
officer of such Person and giving the name and bearing a specimen signature of each individual who
shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents
to which such Person is or is to become a party. The Agent shall have also received from each
Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of
Borrowers and giving the name and specimen signature of each Authorized Officer who shall be
authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests
and to give notices and to take other action on behalf of the Borrowers under the Loan Documents.



     §10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders
and the Agent and dated as of the Closing Date from counsel to the Borrowers in form and substance
reasonably satisfactory to the Agent.



     §10.6 Payment of Fees. The Borrowers shall have paid to the Agent the fees payable pursuant
to §4.2.



     §10.7 Insurance. The Agent shall have received certificates evidencing that the Agent and the
Lenders are named as mortgagee and additional insured, as applicable, on all policies of insurance
as required by this Agreement or the other Loan Documents.



     §10.8 Performance; No Default. Borrowers shall have performed and complied with all terms and
conditions herein required to be performed or complied with by it on or prior to the Closing Date,
and on the Closing Date there shall exist no Default or Event of Default.



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     §10.9 Representations and Warranties. The representations and warranties made by the
Borrowers in the Loan Documents or otherwise made by or on behalf of the Borrowers and their
respective Subsidiaries in connection therewith or after the date thereof shall have been true and
correct in all material respects when made and shall also be true and correct in all material
respects on the Closing Date.



     §10.10 Proceedings and Documents. All proceedings in connection with the transactions
contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the
Agent and the Agent’s counsel in form and substance, and the Agent shall have received all
information and such counterpart originals or certified copies of such documents and such other
certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s
counsel may reasonably require.



     §10.11 Eligible Real Estate Qualification Documents. The Eligible Real Estate Qualification
Documents for each Mortgaged Property included in the Collateral as of the Closing Date shall have
been delivered to the Agent at the Borrowers’ expense and shall be in form and substance
satisfactory to the Agent.



     §10.12 Compliance Certificate. The Agent shall have received a Compliance Certificate dated
as of the date of the Closing Date demonstrating pro forma compliance with each of the covenants
calculated therein based upon the REIT’s S-11 financial statements. Further, such Compliance
Certificate shall include within the calculation of Net Operating Income any Mortgaged Properties
which have been owned for less than a calendar quarter, and shall be based upon financial data and
information with respect to Mortgaged Properties as of the end of the most recent calendar month as
to which data and information is available.



     §10.13 Appraisals. The Agent shall have received Appraisals of each of the Mortgaged
Properties and other Real Estate of Parent Borrower and its Subsidiaries (other than the
Development Properties) in form and substance satisfactory to the Agent and the Lenders, and the
Agent shall have determined an Appraised Value for such Mortgaged Properties and other Real Estate.



     §10.14 Consents. The Agent shall have received evidence reasonably satisfactory to the Agent
that all necessary stockholder, partner, member or other consents required in connection with the
consummation of the transactions contemplated by this Agreement and the other Loan Documents have
been obtained.



     §10.15 Other. The Agent shall have reviewed such other documents, instruments, certificates,
opinions, assurances, consents and approvals as the Agent or the Agent’s Special Counsel may
reasonably have requested.



     §10.16 IPO. The REIT shall have closed the initial public offering of its equity interests
and received (a) total proceeds of no less than Two Hundred Fifty Million Dollars ($250,000,000),
and (b) proceeds after payments made to limited partners of the Parent Borrower but prior to any
offering and closing expenses of the initial public offering of no less than One Hundred Eighty
Million Dollars ($180,000,000).



§11. CONDITIONS TO ALL BORROWINGS.







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     The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or
after the Closing Date, shall also be subject to the satisfaction of the following conditions
precedent:



     §11.1 Prior Conditions Satisfied. All conditions set forth in §10 shall continue to be
satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.



     §11.2 Representations True; No Default. Each of the representations and warranties made by or
on behalf of the Borrowers or any of their respective Subsidiaries contained in this Agreement, the
other Loan Documents or in any document or instrument delivered pursuant to or in connection with
this Agreement shall be true in all material respects both as of the date as of which they were
made and shall also be true in all material respects as of the time of the making of such Loan or
the issuance of such Letter of Credit, with the same effect as if made at and as of that time,
except to the extent of changes resulting from transactions permitted by the Loan Documents (it
being understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct only as of such specified date), and no
Default or Event of Default shall have occurred and be continuing.



     §11.3 Borrowing Documents. The Agent shall have received a fully completed Loan Request for
such Loan and the other documents and information (including, without limitation, a Compliance
Certificate) as required by §2.7, or a fully completed Letter of Credit Request required by §2.10
in the form of Exhibit E hereto fully completed, as applicable.



     §11.4 Title Confirmation. At such times as Agent shall determine in its discretion prior to
each funding, to the extent available under applicable law, a letter from the Title Insurance
Company indicating no change in the state of title and containing no survey exceptions not approved
by the Agent, and such other evidence and assurances as the Agent may reasonably require, at no
additional cost to Borrower except for incidental costs in connection therewith (which evidence may
include, without limitation, an affidavit from the Borrowers stating that there have been no
changes in title from the date of the last effective date of the Title Policy) together with, if
reasonably required by the Agent, an endorsement to the Title Policy with respect to any particular
Mortgaged Property to the extent the Agent reasonably determines that such endorsement is necessary
to ensure that the Title Policy provides an adequate amount of coverage for the Borrowing Base
Value of the subject Mortgaged Property.



     §11.5 Future Advances Tax Payment. In addition to the requirements of §15 hereof, as a
condition precedent to any Lender’s obligations to make any Loans available to the Borrowers
hereunder, the Borrowers will obtain a letter from the Title Insurance Company or local counsel
stating that any mortgage, recording, intangible, documentary stamp or other similar taxes and
charges which the Agent reasonably determines to be payable as a result of such Loan to any state
or any county or municipality thereof in which any of the Mortgaged Properties are located, have
been paid.



§12. EVENTS OF DEFAULT; ACCELERATION; ETC.







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     §12.1 Events of Default and Acceleration. If any of the following events (“Events of Default”
or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or
lapse of time, “Defaults”) shall occur:



          (a) the Borrowers shall fail to pay any principal of the Loans when the same shall become due
and payable, whether at the stated date of maturity or any accelerated date of maturity or at any
other date fixed for payment;




          (b) the Borrowers shall fail to pay any interest on the Loans within five (5) days of the date
that the same shall become due and payable, any reimbursement obligations with respect to the
Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or
under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the
stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;




          (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure
shall continue uncured after written notice thereof shall have been given to the Borrowers by the
Agent as provided in §3.2;




          (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any
other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6 or §9.7 and such
failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9
after written notice thereof shall have been given to the Borrowers by Agent as provided in the
preamble to Article 9;




          (e) any of the Borrowers shall fail to perform any other term, covenant or agreement contained
herein or in any of the other Loan Documents which they are required to perform (other than those
specified in the other subclauses of this §12 (including, without limitation, §12.2 below) or in
the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower
receives from Agent written notice thereof, and in the case of a default that cannot be cured
within such thirty (30)-day period despite Borrower’s diligent efforts but is susceptible of being
cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall
have such additional time as is reasonably necessary to effect such cure, but in no event in excess
of ninety (90) days from Borrower’s receipt of Lender’s original notice;




          (f) any material representation or warranty made by or on behalf of the Borrowers or any of
their respective Subsidiaries in this Agreement or any other Loan Document, or any report,
certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other
document or instrument delivered pursuant to or in connection with this Agreement, any advance of a
Loan, the issuance of any Letter of Credit or any of the other Loan Documents shall prove to have
been false in any material respect upon the date when made or deemed to have been made or repeated;




          (g) any of the Borrowers shall fail to pay when due (including, without limitation, at
maturity), or within any applicable period of notice and grace, any principal, interest or other
amount on account of any obligation for borrowed money or credit received or




87









 




other Indebtedness, or shall fail to observe or perform any term, covenant or agreement
contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed
money or credit received or other Indebtedness and the holder or holders thereof or of any
obligations issued thereunder have accelerated the maturity thereof; provided that the
events described in §12.1(g) shall not constitute an Event of Default unless such failure to
perform, together with other failures to perform as described in §12.1(g), involve singly or in the
aggregate obligations for borrowed money or credit received or other Indebtedness totaling in
excess of $25,000,000;




          (h) any of the Borrowers or REIT, (i) shall make an assignment for the benefit of creditors,
or admit in writing its general inability to pay or generally fail to pay its debts as they mature
or become due, or shall petition or apply for the appointment of a trustee or other custodian,
liquidator or receiver for it or any substantial part of its assets, (ii) shall commence any case
or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or
hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the
foregoing;




          (i) a petition or application shall be filed for the appointment of a trustee or other
custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the
assets of any thereof, or a case or other proceeding shall be commenced against any such Person
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person
shall indicate its approval thereof, consent thereto or acquiescence therein or such petition,
application, case or proceeding shall not have been dismissed within ninety (90) days following the
filing or commencement thereof;




          (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for
any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a
petition in any such case or other proceeding, or a decree or order for relief is entered in
respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter
constituted;




          (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty
(60) days one or more uninsured or unbonded final judgments against Parent Borrower or any
Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000;




          (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise
than in accordance with the terms thereof or the express prior written agreement, consent or
approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to
cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of
the Borrowers, or any court or any other governmental or regulatory authority or agency of
competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to
the effect that any one or more of the Loan Documents is illegal, invalid or unenforceable in
accordance with the terms thereof;




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          (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of
any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of
the Borrowers shall occur other than as permitted under the terms of this Agreement or the other
Loan Documents;




          (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred
and such event reasonably would be expected to result in liability of any of the Borrowers to pay
money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and
one of the following shall apply with respect to such event: (x) such event in the circumstances
occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan
by the PBGC or for the appointment by the appropriate United States District Court of a trustee to
administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United
States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to
terminate such Guaranteed Pension Plan;




          (o) any Change of Control shall occur;




          (p) an Event of Default under any of the other Loan Documents shall occur;



then, and upon any such Event of Default, the Agent may, and upon the request of the Required
Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this
Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Borrowers;
provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or
§12.1(j), all such amounts shall become immediately due and payable automatically and without any
requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or
the Agent. Upon demand by Agent or the Majority Lenders in their absolute and sole discretion
after the occurrence and during the continuance of an Event of Default, and regardless of whether
the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the
Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all
Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by
Agent as security for any amounts that become payable under the Letters of Credit and all other
Obligations. In the alternative, if demanded by Agent in its absolute and sole discretion after
the occurrence and during the continuance of an Event of Default, Borrowers will deposit with and
pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such
amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any
amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws
under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the
repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any
remaining amounts will be applied to the payment of all other Obligations or if there are no
outstanding Obligations and Lenders have no further obligation to make Revolving Credit Loans or
issue Letters of Credit or if such excess no longer exists, such proceeds deposited by Borrowers
will be released to Borrowers.




     §12.2 Certain Cure Periods; Limitation of Cure Periods.



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          (a) Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall
exist hereunder upon the occurrence of any failure described in §12.1(b) in the event that the
Borrowers cure such Default within five (5) Business Days after the date such payment is due,
provided that no such cure period shall apply to any payments due upon the maturity of the
Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure
described in §12.1(e) in the event that, if such Default consists of the failure to provide
insurance as required by §7.7, the Borrowers cure such Default within fifteen (15) days following
receipt of written notice of such Default or with respect to the occurrence of any other failure
described in §12.1(e) in the event such failure shall continue for thirty (30) days after Borrower
receives from Agent written notice thereof, and in the case of a default that cannot be cured
within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being
cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall
have such additional time as is reasonably necessary to effect such cure, but in no event in excess
of ninety (90) days from Borrower’s receipt of Agent’s original notice, provided that the
provisions of this clause (ii) shall not pertain to any default consisting of a failure to comply
with §8.1, §8.2, §8.3, §8.4, §8.7, §8.8, or §8.14, or to any Default excluded from any provision of
cure of defaults contained in any other of the Loan Documents.




          (b) In the event that there shall occur any Default that affects only certain Mortgaged
Property or the owner(s) thereof (if such owner is a Subsidiary Borrower), then the Borrowers may
elect to cure such Default (so long as no other Default or Event of Default would arise as a
result) by electing to have Agent remove such Mortgaged Property from the calculation of Borrowing
Base Availability and by reducing the outstanding Loans by the amount of the Borrowing Base
Availability attributable to such Mortgaged Property, in which event such removal and reduction
shall be completed within thirty (30) days after receipt of notice of such Default from the Agent
or the Required Lenders.




     §12.3 Termination of Commitments. If any one or more Events of Default specified in §12.1(h),
§12.1(i) or §12.1(j) shall occur, then immediately and without any action on the part of the Agent
or any Lender any unused portion of the credit hereunder shall terminate and the Lenders shall be
relieved of all obligations to make Loans or issue Letters of Credit to the Borrowers. If any
other Event of Default shall have occurred, the Agent may, and upon the election of the Majority
Lenders shall, by notice to the Borrowers terminate the obligation to make Revolving Credit Loans
and issue Letters of Credit to the Borrowers. No termination under this §12.3 shall relieve the
Borrowers of their obligations to the Lenders arising under this Agreement or the other Loan
Documents.



     §12.4 Remedies. To the extent permitted by applicable law, in case any one or more Events of
Default shall have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may,
and upon the consent of the Required Lenders shall, proceed to protect and enforce their rights and
remedies under this Agreement, the Notes and/or any of the other Loan Documents by suit in equity,
action at law or other appropriate proceeding, including to the full extent permitted by applicable
law the specific performance of any covenant or agreement contained in this Agreement and the other
Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall
have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy
herein conferred upon the Agent or the holder of any Note is



90









 




intended to be exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or any other provision of law. Notwithstanding the provisions of this
Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the
Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a
Default or Event of Default. If any Borrower fails to perform any agreement or covenant contained
in this Agreement or any of the other Loan Documents beyond any applicable period for notice and
cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person
contained in this Agreement or any of the other Loan Documents which such Person shall fail to
perform, and the out-of-pocket costs of such performance, together with any reasonable expenses,
including reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any
appeal) by Agent in connection therewith, shall be payable by Borrowers upon demand and shall
constitute a part of the Obligations and shall if not paid within thirty (30) days after demand
bear interest at the rate for overdue amounts as set forth in this Agreement. In the event that
all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrowers
shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.




     §12.5 Distribution of Collateral Proceeds. In the event that, following the occurrence and
during the continuance of any Event of Default, any monies are received in connection with the
enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of
the Collateral or other assets of Borrowers, such monies shall be distributed for application as
follows:



          (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in
respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have
been paid, incurred or sustained by the Agent in accordance with the terms of the Loan Documents to
protect or preserve the Collateral or in connection with the collection of such monies by the
Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights,
remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the
other Loan Documents or in respect of the Collateral or in support of any provision of adequate
indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority
over the rights of the Agent or the Lenders to such monies;




          (b) Second, to all other Obligations (including any Letter of Credit Liabilities and any
interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such
order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans
shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a
pari passu basis, any Agent’s fee payable pursuant to §4.2; (iii) in the event that any Lender
shall have wrongfully failed or refused to make an advance under §2.5(d), §2.7 or §2.10(f) and such
failure or refusal shall be continuing, advances made by other Lenders during the pendency of such
failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority
to the other Obligations described in this subsection (b); and




          (c) Third, the excess, if any, shall be returned to the Borrowers or to such other Persons as
are entitled thereto.




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§13. SETOFF.




     Regardless of the adequacy of any Collateral, during the continuance of any Event of Default,
any deposits (general or specific, time or demand, provisional or final, regardless of currency,
maturity, or the branch where such deposits are held) or other sums credited by or due from any
Lender or any Affiliate thereof to the Borrowers and any securities or other property of the
Borrowers in the possession of such Lender or any Affiliate may, without notice to any Borrower
(any such notice being expressly waived by Borrowers) but with the prior written approval of Agent,
be applied to or set off against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising, of the Borrowers to such Lender. Each of the Lenders agrees with each other Lender that
if such Lender shall receive from a Borrower, whether by voluntary payment, exercise of the right
of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by
such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the
payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such
Lender will make such disposition and arrangements with the other Lenders with respect to such
excess, either by way of distribution, pro tanto assignment of claims, subrogation
or otherwise as shall result in each Lender receiving in respect of the Notes held by it its
proportionate payment as contemplated by this Agreement; provided that if all or any part
of such excess payment is thereafter recovered from such Lender, such disposition and arrangements
shall be rescinded and the amount restored to the extent of such recovery, but without interest.



§14. THE AGENT.




     §14.1 Authorization. The Agent is authorized to take such action on behalf of each of the
Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents
and any related documents delegated to the Agent, together with such powers as are reasonably
incident thereto, provided that no duties or responsibilities not expressly assumed herein or
therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder
are primarily administrative in nature, and nothing contained in this Agreement or any of the other
Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create
an agency or fiduciary relationship. Agent shall act as the contractual representative of the
Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed
that Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this
Agreement or any other Loan Document and is acting as an independent contractor, the duties and
responsibilities of which are limited to those expressly set forth in this Agreement and the other
Loan Documents. The Borrowers and any other Person shall be entitled to conclusively rely on a
statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this
Agreement and the other Loan Documents.



     §14.2 Employees and Agents. The Agent may exercise its powers and execute its duties by or
through employees or agents and shall be entitled to take, and to rely on, advice of counsel
concerning all matters pertaining to its rights and duties under this Agreement and the other Loan
Documents. The Agent may utilize the services of such Persons as the Agent may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrowers.



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     §14.3 No Liability. Neither the Agent nor any of its shareholders, directors, officers or
employees nor any other Person assisting them in their duties nor any agent, or employee thereof,
shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be
taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any oversight or error
of judgment whatsoever, except that the Agent or such other Person, as the case may be, shall be
liable for losses due to its willful misconduct or gross negligence as finally determined by a
court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any
action taken or not taken by Agent with the consent or at the request of the Required Lenders. The
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Lenders, unless the Agent has received notice from a
Lender or the Borrowers referring to the Loan Documents and describing with reasonable specificity
such Default or Event of Default and stating that such notice is a “notice of default”.



     §14.4 No Representations. The Agent shall not be responsible for the execution or validity or
enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at
any time constituting, or intended to constitute, collateral security for the Notes, or for the
value of any such collateral security or for the validity, enforceability or collectability of any
such amounts owing with respect to the Notes, or for any recitals or statements, warranties or
representations made herein, or any agreement, instrument or certificate delivered in connection
therewith or in any of the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrowers or any of their respective Subsidiaries, or be
bound to ascertain or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or in any of the other Loan Documents. The Agent shall not be bound
to ascertain whether any notice, consent, waiver or request delivered to it by the Borrowers or any
holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The
Agent has not made nor does it now make any representations or warranties, express or implied, nor
does it assume any liability to the Lenders, with respect to the creditworthiness or financial
condition of the Borrowers or any of their respective Subsidiaries, or the value of the Collateral
or any other assets of the Borrowers or any of their respective Subsidiaries. Each Lender
acknowledges that it has, independently and without reliance upon the Agent or any other Lender,
and based upon such information and documents as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Agent or any other Lender, based upon such information
and documents as it deems appropriate at the time, continue to make its own credit analysis and
decisions in taking or not taking action under this Agreement and the other Loan Documents.
Agent’s Special Counsel has only represented Agent and KeyBank in connection with the Loan
Documents and the only attorney client relationship or duty of care is between Agent’s Special
Counsel and Agent or KeyBank. Each Lender has been independently represented by separate counsel on
all matters regarding the Loan Documents and the granting and perfecting of liens in the
Collateral.



     §14.5 Payments.



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          (a) A payment by the Borrowers to the Agent hereunder or under any of the other Loan Documents
for the account of any Lender shall constitute a payment to such Lender. The Agent agrees to
distribute to each Lender not later than one Business Day after the Agent’s receipt of good funds,
determined in accordance with the Agent’s customary practices, such Lender’s pro rata share of
payments received by the Agent for the account of the Lenders except as otherwise expressly
provided herein or in any of the other Loan Documents. In the event that the Agent fails to
distribute such amounts within one Business Day as provided above, the Agent shall pay interest on
such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in
effect.




          (b) If in the opinion of the Agent the distribution of any amount received by it in such
capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in
liability, it may refrain from making such distribution until its right to make such distribution
shall have been adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid,
each Person to whom any such distribution shall have been made shall either repay to the Agent its
proportionate share of the amount so adjudged to be repaid or shall pay over the same in such
manner and to such Persons as shall be determined by such court.




     §14.6 Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee
of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent holder, assignee
or transferee.



     §14.7 Indemnity. The Lenders ratably agree hereby to indemnify and hold harmless the Agent
from and against any and all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the
Borrowers as required by §15), and liabilities of every nature and character arising out of or
related to this Agreement, the Notes, or any of the other Loan Documents or the transactions
contemplated or evidenced hereby or thereby, or the Agent’s actions taken hereunder or thereunder,
except to the extent that any of the same shall be directly caused by the Agent’s willful
misconduct or gross negligence as finally determined by a court of competent jurisdiction after the
expiration of all applicable appeal periods. The agreements in this §14.7 shall survive the
payment of all amounts payable under the Loan Documents.



     §14.8 Agent as Lender. In its individual capacity, KeyBank shall have the same obligations
and the same rights, powers and privileges in respect to its Commitment and the Loans made by it,
and as the holder of any of the Notes as it would have were it not also the Agent.



     §14.9 Resignation. The Agent may resign at any time by giving thirty (30) calendar days’
prior written notice thereof to the Lenders and the Borrowers. The Required Lenders may remove the
Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful
misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s
resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, or removal, the
Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor
Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any



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bank whose senior debt obligations are rated not less than “A” or its equivalent by Moody’s or
not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000;
provided that any such replacement Agent shall have a Commitment Percentage of not less than ten
percent (10%). Unless a Default or Event of Default shall have occurred and be continuing, such
successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be reasonably
acceptable to the Borrowers. If no successor Agent shall have been appointed and shall have
accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of
resignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may,
on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial
institution whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s
or not less than “A” or its equivalent by S&P and which has a net worth of not less than
$500,000,000. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender
and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing
Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the
retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be
discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender
and Swing Loan Lender. After any retiring Agent’s resignation or removal, the provisions of this
Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing
Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such
successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or shall make other arrangements satisfactory to the
current Issuing Lender, in either case, to assume effectively the obligations of the current Agent
with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the
resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents
as may be necessary to substitute the successor Agent for the resigning or removed Agent.




     §14.10 Duties in the Case of Enforcement. In case one or more Events of Default have occurred
and shall be continuing, and whether or not acceleration of the Obligations shall have occurred,
the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to
the Agent such additional indemnities and assurances in accordance with their respective Commitment
Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to
exercise all or any legal and equitable and other rights or remedies as it may have;
provided, however, that unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem to be in the best
interests of the Lenders. Without limiting the generality of the foregoing, if Agent reasonably
determines payment is in the best interest of all the Lenders, Agent may without the approval of
the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other
expenses which may be necessary to be incurred, and Agent shall promptly thereafter notify the
Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the
Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such
actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by
the Borrowers or out of the Collateral within such period with



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respect to the Mortgaged Properties. The Required Lenders may direct the Agent in writing as
to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and
hold the Agent harmless in accordance with their respective Commitment Percentages from all
liabilities incurred in respect of all actions taken or omitted in accordance with such directions,
except to the extent that any of the same shall be directly caused by the Agent’s willful
misconduct or gross negligence as finally determined by a court of competent jurisdiction after the
expiration of all applicable appeal periods, provided that the Agent need not comply with
any such direction to the extent that the Agent reasonably believes the Agent’s compliance with
such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the
UCC as enacted in any applicable jurisdiction.




     §14.11 Bankruptcy. In the event a bankruptcy or other insolvency proceeding is commenced by
or against any Borrower with respect to the Obligations, the Agent shall have the sole and
exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with
respect to such claims or otherwise with respect to such proceedings shall be subject to the vote
of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender
irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings
unless Agent fails to file such claim within thirty (30) days after receipt of written notice from
the Lenders requesting that Agent file such proof of claim.



     §14.12 Request for Agent Action. Agent and the Lenders acknowledge that in the ordinary
course of business of the Borrowers, (a) Borrowers will enter into leases or rental agreements
covering Mortgaged Properties that may require the execution of a Subordination, Attornment and
Non-Disturbance Agreement in favor of the tenant thereunder, (b) a Mortgaged Property may be
subject to a Taking, (c) a Borrower may desire to enter into easements or other agreements
affecting the Mortgaged Properties, or take other actions or enter into other agreements in the
ordinary course of business which similarly require the consent, approval or agreement of the
Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (w)
execute and deliver to the Borrowers Subordination, Attornment and Non-Disturbance Agreements with
any tenant under a Lease upon such terms as Agent in its good faith judgment determines are
appropriate (Agent in the exercise of its good faith judgment may agree to allow some or all of the
casualty, condemnation, restoration or other provisions of the applicable Lease to control over the
applicable provisions of the Loan Documents), (x) execute releases of liens in connection with any
Taking, (y) execute consents or subordinations in form and substance satisfactory to Agent in
connection with any easements or agreements affecting the Mortgaged Property, or (z) execute
consents, approvals, or other agreements in form and substance satisfactory to the Agent in
connection with such other actions or agreements as may be necessary in the ordinary course of
Borrowers’ business.



     §14.13 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper Person, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the



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Agent may presume that such condition is satisfactory to such Lender unless the Agent shall
have received notice to the contrary from such Lender prior to the making of such Loan. The Agent
may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.




     §14.14 Approvals. If consent is required for some action under this Agreement, or except as
otherwise provided herein an approval of the Lenders, the Majority Lenders or the Required Lenders
is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten
(10) days of receipt of the request for action together with all reasonably requested information
related thereto (or such lesser period of time required by the terms of the Loan Documents), notice
in writing of approval or disapproval (collectively “Directions”) in respect of any action
requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does
not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the
actions that would be acceptable to such Lender. If consent is required for the requested action,
any Lender’s failure to respond to a request for Directions within the required time period shall
be deemed to constitute a Direction to take such requested action. In the event that any
recommendation is not approved by the requisite number of Lenders and a subsequent approval on the
same subject matter is requested by Agent, then for the purposes of this paragraph each Lender
shall be required to respond to a request for Directions within five (5) Business Days of receipt
of such request. Agent and each Lender shall be entitled to assume that any officer of the other
Lenders delivering any notice, consent, certificate or other writing is authorized to give such
notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise
been notified in writing.



     §14.15 Borrowers Not Beneficiary. Except for the provisions of §14.9 relating to the
appointment of a successor Agent, the provisions of this §14 are solely for the benefit of the
Agent and the Lenders, may not be enforced by the Borrowers, and except for the provisions of
§14.9, may be modified or waived without the approval or consent of the Borrowers.



     §14.16 Defaulting Lenders.



     (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender,
to the extent permitted by applicable Legal Requirements:



          (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in §27.




          (ii) Any payment of principal, interest, fees or other amounts received by the Agent for the
account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and
including any amounts made available to the Agent by that Defaulting Lender pursuant to §13), shall
be applied at such time or times as may be determined by the Agent as follows: first, to the
payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the
payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Lender or
Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing
Lender or Swing Loan Lender, to be held as cash collateral for






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future funding obligations of that Defaulting Lender of any participation in any Swing Loan or
Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so
determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and
released in order to satisfy obligations of that Defaulting Lender to fund Loans under this
Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lender or Swing
Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the Issuing Lender or Swing Loan Lender against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default
or Event of Default exists or non-defaulting Lenders have been paid in full all amounts then due,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x)
such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in
respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such
Loans or Letter of Credit Liabilities were made at a time when the conditions set forth in §11 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit
Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or Letter of Credit Liabilities owed to, that Defaulting Lender. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this
§14.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender
irrevocably consents hereto.




          (iii) That Defaulting Lender (x) shall not be entitled to receive any facility unused fee
pursuant to §2.3 for any period during which that Lender is a Defaulting Lender (and the Borrower
shall not be required to pay any such fee that otherwise would have been required to have been paid
to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees
as provided in §2.10(e).




          (iv) During any period in which there is a Defaulting Lender, for purposes of computing the
amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit or Swing Loans pursuant to §2.5 and/or 2.10, the “Commitment Percentage” of
each non-Defaulting Lender shall be computed without giving effect to the Commitment of that
Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only
if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default
exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or
fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference,
if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate
Outstanding of the Loans of and Letter of Credit Liabilities held by that Lender.




          (v) During any period that a Lender is a Defaulting Lender, the Borrower may, by giving
written notice thereof to the Agent, such Defaulting Lender, and the other Lenders, demand that
such Defaulting Lender assign its Commitment to an Eligible Assignee






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subject to and in accordance with the provisions of §18.1. No party hereto shall have any
obligation whatsoever to initiate any such replacement or to assist in finding an Eligible
Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated,
in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s
Commitment via an assignment subject to and in accordance with the provisions of §18.1. No such
assignment shall be effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments to the Agent in an
aggregate amount sufficient with any applicable amounts held pursuant to the immediately preceding
subsection (f), upon distribution thereof as appropriate (which may be outright payment, purchases
by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Agent, the Issuing Lender or any Lender
hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) such Defaulting
Lender’s full pro rata share of all Loans and participations in Letters of Credit and Swing Loans.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under any Legal Requirement without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance occurs.




          (b) Defaulting Lender Cure. If the Borrower, the Agent, Swing Loan Lender and the
Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer
be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set forth therein (which
may include arrangements with respect to any Cash Collateral), that Lender will, to the extent
applicable, purchase that portion of outstanding Loans of the other Lenders or take such other
actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders
in accordance with their Applicable Percentages (without giving effect to §14.16(a)(iv)), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.




§15. EXPENSES.




     The Borrowers agree to pay, to the extent incurred by Agent (a) the reasonable costs of
producing and reproducing this Agreement, the other Loan Documents and the other agreements and
instruments mentioned herein, (b) any recording, mortgage, documentary or intangibles taxes in
connection with the Mortgages and other Loan Documents, (c) all title insurance premiums,
engineer’s fees, environmental reviews and the reasonable fees, expenses and disbursements of the
counsel to the Agent and any local counsel to the Agent incurred in connection with the
preparation, administration, or interpretation of the Loan Documents and



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other instruments mentioned herein, and amendments, modifications, approvals, consents or
waivers hereto or hereunder, (d) all other reasonable out of pocket fees, expenses and
disbursements (other than Taxes unless such payment is otherwise required purusuant to the terms of
this Agreement) of the Agent incurred by the Agent in connection with the preparation or
interpretation of the Loan Documents and other instruments mentioned herein, the addition or
substitution of additional Mortgaged Properties or other Collateral, the review of leases and
Subordination, Attornment and Non-Disturbance Agreements, the making of each advance hereunder, the
issuance of Letters of Credit, and the third party out-of-pocket costs and expenses incurred in
connection with the syndication of the Commitments pursuant to §18 hereof, and (e) without
duplication, all out-of-pocket expenses (including reasonable attorneys’ fees and costs, and the
fees and costs of appraisers, engineers, investment bankers or other experts retained by any Lender
or the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against the Borrowers or the administration
thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding
or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any of the
Lenders’ relationship with the Borrowers (provided that any attorneys fees and costs pursuant to
this clause (f) shall be limited to those incurred by the Agent and one other counsel with respect
to the Lenders as a group), (g) all reasonable fees, expenses and disbursements of the Agent
incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage
recordings, (h) all reasonable out-of-pocket fees, expenses and disbursements (including reasonable
attorneys’ fees and costs) which may be incurred by Agent in connection with the execution and
delivery of this Agreement and the other Loan Documents (without duplication of any of the items
listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other
similar system for the dissemination and sharing of documents and information in connection with
the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination
of the obligations of the Lenders hereunder.




§16. INDEMNIFICATION.




     The Borrowers, jointly and severally, agree to indemnify and hold harmless the Agent, the
Lenders and the Arrangers and each director, officer, employee, agent and Affiliate thereof and
Person who controls the Agent or any Lender or the Arrangers against any and all claims, actions
and suits, whether groundless or otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of or relating to any claim, action,
suit or litigation arising out of this Agreement or any of the other Loan Documents or the
transactions contemplated hereby and thereby including, without limitation, (a) any and all claims
for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged
Properties or the Loans by parties claiming by or through Borrower, (b) any condition of the
Mortgaged Properties or any other Real Estate, (c) any actual or proposed use by the Borrowers of
the proceeds of any of the Loans or Letters of Credit, (d) any actual or alleged infringement of
any patent, copyright, trademark, service mark or similar right of the Borrowers, (e) the Borrowers
entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or
alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit
or license relating to the Mortgaged Properties or any other Real Estate, (g) with respect to the
Borrowers and their respective properties and assets, subject to any limitations set forth in the
Indemnity Agreements, the violation of any Environmental



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Law, the Release or threatened Release of any Hazardous Substances or any action, suit,
proceeding or investigation brought or threatened with respect to any Hazardous Substances
(including, but not limited to, claims with respect to wrongful death, personal injury, nuisance or
damage to property), and (h) to the extent used by Borrower, any use of Intralinks, SyndTrak or any
other system for the dissemination and sharing of documents and information, in each case
including, without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding; provided,
however, that the Borrowers shall not be obligated under this §16 or otherwise to indemnify
any Person for liabilities arising from (i) such Person’s own gross negligence or willful
misconduct as determined by a court of competent jurisdiction after the exhaustion of all
applicable appeal periods or (ii) for any matter arising solely after the date of taking of title
to or possession of all or any portion of the Property by Agent or any other nominee thereof. In
litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a
single law firm as their own counsel and, in addition to the foregoing indemnity, the Borrowers
agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that
the obligations of the Borrowers under this §16 are unenforceable for any reason, the Borrowers
hereby agree to make the maximum contribution to the payment in satisfaction of such obligations
which is permissible under applicable law. The provisions of this §16 shall survive the repayment
of the Loans and the termination of the obligations of the Lenders hereunder.




§17. SURVIVAL OF COVENANTS, ETC.




     All covenants, agreements, representations and warranties made herein, in the Notes, in any of
the other Loan Documents or in any documents or other papers delivered by or on behalf of the
Borrowers or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to
have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or
hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as
herein contemplated, and shall continue in full force and effect so long as any amount due under
this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters
of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any
Letters of Credit. The indemnification obligations of the Borrowers provided herein and in the
other Loan Documents shall survive the full repayment of amounts due and the termination of the
obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All
statements contained in any certificate delivered to any Lender or the Agent at any time by or on
behalf of the Borrowers or any of their respective Subsidiaries pursuant hereto or in connection
with the transactions contemplated hereby shall constitute representations and warranties by such
Person hereunder.



§18. ASSIGNMENT AND PARTICIPATION.




     §18.1 Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign
to one or more Eligible Assignee all or a portion of its interests, rights and obligations under
this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same
portion of the Loans at the time owing to it and the Notes held by it); provided that (a)
the Agent and the Issuing Lender shall have each given its prior written consent to such
assignment, which consent shall not be unreasonably withheld or delayed (b) each such assignment
shall be of a constant, and not a varying, percentage of all the assigning Lender’s



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rights and obligations under this Agreement with respect to the Revolving Credit Commitment in
the event an interest in the Revolving Credit Loans is assigned, (c) the parties to such assignment
shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an
Assignment and Acceptance Agreement in the form of Exhibit H annexed hereto, together with
any Notes subject to such assignment, (d) in no event shall any assignment be to any Person
controlling, controlled by or under common control with, or which is not otherwise free from
influence or control by, any Borrower or REIT, (e) such assignee shall acquire an interest in the
Loans of not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if
less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default
or Event of Default exists hereunder, Parent Borrower, and (f) such assignee shall be subject to
the terms of any intercreditor agreement among the Lenders and the Agent. Upon execution,
delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee
thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the
extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a
Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration
fee referred to in §18.2, be released from its obligations under this Agreement arising after the
effective date of such assignment with respect to the assigned portion of its interests, rights and
obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1
to reflect such assignment. In connection with each assignment, the assignee shall represent and
warrant to the Agent, the assignor and each other Lender as to whether such assignee is
controlling, controlled by, under common control with or is not otherwise free from influence or
control by, the Borrowers and REIT.




     §18.2 Register. The Agent shall maintain on behalf of the Borrowers a copy of each assignment
delivered to it and a register or similar list (the “Register”) for the recordation of the names
and addresses of the Lenders and the Commitment Percentages of and principal amount of and interest
on the Loans owing to the Lenders from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrowers, the Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers and the Lenders at any reasonable time and from time to time upon reasonable prior
notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration
fee in the sum of $3,500.



     §18.3 New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the
parties to such assignment, together with each Note subject to such assignment, the Agent shall
record the information contained therein in the Register. Within five (5) Business Days after
receipt of notice of such assignment from Agent, the Borrowers, at their own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note, a new Note (if requested by the
subject Lender) to the order of such assignee in an amount equal to the amount assigned to such
assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has
retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender
in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they
are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the
aggregate principal amount of the surrendered Notes, shall be dated the effective date of such
Assignment and Acceptance Agreement and shall



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otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be
canceled and returned to the Borrowers.




     §18.4 Participations. Each Lender may sell participations to one or more Lenders or other
entities in all or a portion of such Lender’s rights and obligations under this Agreement and the
other Loan Documents; provided that (a) any such sale or participation shall not affect the
rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such
participant to any rights or privileges under this Agreement or any Loan Documents, including
without limitation, rights granted to the Lenders under §4.8, §4.9 and §4.10, (c) such
participation shall not entitle the participant to the right to approve waivers, amendments or
modifications, (d) such participant shall have no direct rights against the Borrowers, (e) such
sale is effected in accordance with all applicable laws, and (f) such participant shall not be a
Person controlling, controlled by or under common control with, or which is not otherwise free from
influence or control by any of the Borrowers; provided, however, such Lender may
agree with the participant that it will not, without the consent of the participant, agree to (i)
increase, or extend the term or extend the time or waive any requirement for the reduction or
termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal
of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an
extension of the Revolving Credit Maturity Date pursuant to §2.12), (iii) reduce the amount of any
such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release
any Borrower (except as otherwise permitted under §5.4, §5.6 or §5.7). Each Lender that sells a
participation shall, acting solely for this purpose as an agent of the Borrowers, maintain at one
of its offices a register for the recordation of the names and addresses of its participants, and
the amount and terms of its participations (the “Participant Register”). The entries in the
Participant Register shall be conclusive, and such Lender and the Agent shall treat each Person
whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of
such participation for all purposes of this Agreement, notwithstanding notice to the contrary.



     §18.5 Pledge by Lender. Any Lender may at any time pledge all or any portion of its interest
and rights under this Agreement (including all or any portion of its Note) to any of the twelve
Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or to such
other Person as the Agent may approve to secure obligations of such lenders. No such pledge or the
enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of
the other Loan Documents.



     §18.6 No Assignment by Borrowers. The Borrowers shall not assign or transfer any of their
rights or obligations under this Agreement without the prior written consent of each of the
Lenders.



     §18.7 Disclosure. Borrowers, at no cost or expense, agree to promptly cooperate with any
Lender in connection with any proposed permitted assignment or participation of all or any portion
of its Commitment. The Borrowers agree that in addition to disclosures made in accordance with
standard banking practices any Lender may disclose information, subject to such proposed
participant entering into a confidentiality agreement providing substantially the same protection
to the Borrowers as this Agreement, obtained by such Lender pursuant to this Agreement to assignees
or participants and potential assignees or participants hereunder, subject to the provisions of
this §18.7. Each Lender agrees for itself that it shall in accordance with its



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customary procedures hold confidential all non-public information obtained from Borrowers that
has been identified in writing as confidential by any of them, and shall use reasonable efforts in
accordance with its customary procedures to not disclose such information to any other Person, it
being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures
to its participants (provided such Persons are advised of the provisions of this §18.7 and sign a
confidentiality agreement reasonably acceptable to Borrower), (b) disclosures to its directors,
officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional
advisors of such Lender (provided that such Persons who are not employees of such Lender are
advised of the provision of this §18.7 and sign a confidentiality agreement reasonably acceptable
to Borrower), (c) disclosures customarily provided or reasonably required by any potential or
actual bona fide assignee, transferee or participant or their respective directors, officers,
employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in
connection with a potential or actual assignment or transfer by such Lender of any Loans or any
participations therein (provided such Persons are advised of the provisions of this §18.7 and sign
a confidentiality agreement reasonably acceptable to Borrower), (d) disclosures to bank regulatory
authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures
required or requested by any other governmental authority or representative thereof or pursuant to
legal process; provided that, unless specifically prohibited by applicable law or court order, each
Lender shall notify Borrowers of any request by any governmental authority or representative
thereof prior to disclosure (other than any such request in connection with any examination of such
Lender by such government authority) for disclosure of any such non-public information prior to
disclosure of such information. In addition, each Lender may make disclosure of such information
to any contractual counterparty in swap agreements or such contractual counterparty’s professional
advisors (so long as such contractual counterparty or professional advisors agree to be bound by
the provisions of this §18.7 and sign a confidentiality agreement reasonably acceptable to
Borrower). Non-public information shall not include any information which is or subsequently
becomes publicly available other than as a result of a disclosure of such information by a Lender,
or prior to the delivery to such Lender is within the possession of such Lender if such information
is not known by such Lender to be subject to another confidentiality agreement with or other
obligations of secrecy to the Borrowers, or is disclosed with the prior approval of Borrowers.
Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to
enforce the Loan Documents.




     §18.8 Titled Agents. The Titled Agents shall not have any additional rights or obligations
under the Loan Documents, except for those rights, if any, as a Lender.



§19. NOTICES.




     Each notice, demand, election or request (hereinafter in this §19 referred to as “Notice”)
must be in writing and shall be deemed to have been properly given or served by personal delivery
or by sending same by overnight courier or by depositing same in the United States Mail, postpaid
and registered or certified, return receipt requested, and addressed as follows:



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If to the Agent or KeyBank:



KeyBank National Association

800 Superior

Cleveland, Ohio 44114-1306

Attn: Real Estate Capital Services



With a copy to:



KeyBank National Association

225 Franklin Street, 18th Floor

Boston, Massachusetts 02110

Attn: Mr. Gregory W. Lane



and



Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attn: Kevin J. Lyons, Esquire



If to the Borrowers:



CoreSite L.P.

1050 17th Street, Suite 800

Denver, CO 80265

Attn: Mr. Robert M. Sistek, Senior Vice President-Capital Markets

Telecopy No.: (877) 425-0813



CoreSite L.P.

1050 17th Street, Suite 800

Denver, CO 80265

Attn: General Counsel

Telecopy No.: (877) 814-3545



With a copy to:



Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn: James I. Hisiger, Esquire








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With a copy to:



Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, DC 20004-1304

Attn: Jeffrey R. Chenard, Esquire



to any other Lender which is a party hereto, at the address for such Lender set forth on its
signature page hereto, and to any Lender which may hereafter become a party to this Agreement, at
such address as may be designated by such Lender. Each Notice shall be effective upon being
personally delivered or upon being sent by overnight courier or upon being deposited in the United
States Mail as aforesaid, or if transmitted by telegraph, telecopy, telefax or telex is permitted,
upon being sent and confirmation of receipt. The time period in which a response to such Notice
must be given or any action taken with respect thereto (if any), however, shall commence to run
from the date of receipt if personally delivered or sent by overnight courier, or if so deposited
in the United States Mail, the earlier of three (3) Business Days following such deposit or the
date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the
inability to deliver because of changed address for which no notice was given shall be deemed to be
receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, Borrowers,
a Lender or Agent shall have the right from time to time and at any time during the term of this
Agreement to change their respective addresses and each shall have the right to specify as its
address any other address within the United States of America.




§20. RELATIONSHIP.




     Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the
Borrowers or their respective Subsidiaries arising out of or in connection with this Agreement or
the other Loan Documents or the transactions contemplated hereunder and thereunder, and the
relationship between each Lender and Agent, and the Borrowers is solely that of a lender and
borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be
construed as making the parties hereto partners, joint venturers or any other relationship other
than lender and borrower.



§21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.




     THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401. THE BORROWERS, THE AGENT AND THE
LENDERS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN ANY COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE
BORROWERS, THE AGENT AND THE LENDERS FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREE
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND (ii) WAIVE ANY
OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE




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AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN
INCONVENIENT FORUM. THE BORROWERS, THE AGENT AND THE LENDERS FURTHER AGREE THAT SERVICE OF PROCESS
IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19
HEREOF. IN ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN,
THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY
COLLATERAL OR ASSETS OF BORROWERS EXIST AND THE BORROWERS CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT
THE ADDRESS SPECIFIED IN SECTION 19 HEREOF.



§22. HEADINGS.




     The captions in this Agreement are for convenience of reference only and shall not define or
limit the provisions hereof.


§23. COUNTERPARTS.




     This Agreement and any amendment hereof may be executed in several counterparts and by each
party on a separate counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument. In proving this Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by the party against
whom enforcement is sought.


§24. ENTIRE AGREEMENT, ETC.




     This Agreement and the Loan Documents is intended by the parties as the final, complete and
exclusive statement of the transactions evidenced by this Agreement and the Loan Documents. All
prior or contemporaneous promises, agreements and understandings, whether oral or written, are
deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any
promise, agreement or understanding not set forth in this Agreement and the Loan Documents. Neither
this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as
provided in §27.


§25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.




     EACH OF THE BORROWERS, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY
NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. EACH



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BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE
LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY
ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. EACH
BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT
EACH BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.



§26. DEALINGS WITH THE BORROWERS.




     The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest
in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any
kind of banking, trust or other business with the Borrowers and their respective Subsidiaries or
any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The
Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive
information regarding such Persons (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to
provide such information to them.


§27. CONSENTS, AMENDMENTS, WAIVERS, ETC.




     Except as otherwise expressly provided in this Agreement, any consent or approval required or
permitted by this Agreement may be given, and any term of this Agreement or of any other instrument
related hereto or mentioned herein may be amended, and the performance or observance by the
Borrowers of any terms of this Agreement or such other instrument or the continuance of any Default
or Event of Default may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the Required Lenders.
Notwithstanding the foregoing, none of the following may occur without the written consent of each
Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other
than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments
of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of
the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents;
(d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any
date fixed for any payment of principal of or interest on the Loan; (f) an extension of the
Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the manner of
distribution of any payments to the Lenders or the Agent; (h) the release of any Borrower or any
Collateral except as otherwise provided in §5.4, §5.6 or §5.7; (i) an amendment of the definition
of Majority Lenders, Required Lenders or of any requirement for consent by all of the Lenders; (j)
any modification to require a Lender to fund a pro rata share of a request for an advance of the
Loan made by the Borrowers other than based on its Commitment Percentage; (k) an amendment to this
§27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires
the approval of all of the Lenders, the Majority Lenders or the Required Lenders to require a
lesser number of Lenders to approve such



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action. The provisions of §14 may not be amended without the written consent of the Agent.
There shall be no amendment, modification or waiver of any provision in the Loan Documents with
respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment,
modification or waiver of any provision in the Loan Documents with respect to Letters of Credit
without the consent of the Issuing Lender. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or
each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased
or extended without the consent of such Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such
Defaulting Lender.



§28. SEVERABILITY.




     The provisions of this Agreement are severable, and if any one clause or provision hereof
shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.


§29. TIME OF THE ESSENCE.




     Time is of the essence with respect to each and every covenant, agreement and obligation of
the Borrowers under this Agreement and the other Loan Documents.


§30. NO UNWRITTEN AGREEMENTS.




     THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT
BETWEEN THE PARTIES ARE SET FORTH BELOW.


§31. REPLACEMENT NOTES.




     Upon receipt of evidence reasonably satisfactory to Borrowers of the loss, theft, destruction
or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of
an indemnity agreement reasonably satisfactory to Borrowers or, in the case of any such mutilation,
upon surrender and cancellation of the applicable Note, Borrowers will execute and deliver, in lieu
thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of
the date of the applicable Note and upon such execution and delivery all



109









 




references in the Loan Documents to such Note shall be deemed to refer to such replacement
Note.



§32. NO THIRD PARTIES BENEFITED.




     This Agreement and the other Loan Documents are made and entered into for the sole protection
and legal benefit of the Borrowers, the Lenders, the Agent and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct
or indirect cause of action or claim in connection with, this Agreement or any of the other Loan
Documents. All conditions to the performance of the obligations of the Agent and the Lenders under
this Agreement, including the obligation to make Loans and issue Letters of Credit, are imposed
solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have
standing to require satisfaction of such conditions in accordance with their terms or be entitled
to assume that the Agent and the Lenders will refuse to make Loans or issue Letters of Credit in
the absence of strict compliance with any or all thereof and no other Person shall, under any
circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely
waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion
they deem it desirable to do so. In particular, the Agent and the Lenders make no representations
and assume no obligations as to third parties concerning the quality of the construction by the
Borrowers or any of their Subsidiaries of any development or the absence therefrom of defects.


§33. PATRIOT ACT.




     Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies
Borrowers that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify
and record information that identifies Borrowers, which information includes names and addresses
and other information that will allow such Lender or the Agent, as applicable, to identify
Borrowers in accordance with the Patriot Act.


§34. [Intentionally Omitted.]



§35. JOINT AND SEVERAL LIABILITY.




     Each of the Borrowers covenants and agrees that each and every covenant and obligation of any
Borrower hereunder and under the other Loan Documents shall be the joint and several obligations of
each Borrower.


§36. ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF BORROWERS.




     §36.1 Attorney-in-Fact. For the purpose of implementing the joint borrower provisions of the
Loan Documents, the Borrowers hereby irrevocably appoint Parent Borrower as their agent and
attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of
notices and other communications.



     §36.2 Accommodation. It is understood and agreed that the handling of this credit facility on
a joint borrowing basis as set forth in this Agreement is solely as an accommodation to the
Borrowers and at their request. Accordingly, the Agent and the Lenders are entitled to



110









 




rely, and shall be exonerated from any liability for relying upon, any Loan Request or Letter
of Credit Request or any other request or communication made by a purported officer of any Borrower
without the need for any consent or other authorization of any other Borrower and upon any
information or certificate provided on behalf of any Borrower by a purported officer of such
Borrower, and any such request or other action shall be fully binding on each Borrower as if made
by it.




     §36.3 Waiver of Automatic or Supplemental Stay. Each of the Borrowers represents, warrants
and covenants to the Lenders and Agent that in the event of the filing of any voluntary or
involuntary petition in bankruptcy by or against the other of the Borrowers at any time following
the execution and delivery of this Agreement, none of the Borrowers shall seek a supplemental stay
or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy
Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or
inhibit the ability of the Lenders or Agent to enforce any rights it has by virtue of this
Agreement, the Loan Documents, or at law or in equity, or any other rights the Lenders or Agent
has, whether now or hereafter acquired, against the other Borrowers or against any property owned
by such other Borrowers.



     §36.4 Waiver of Defenses. To the extent permitted by applicable law, each of the Borrowers
hereby waives and agrees not to assert or take advantage of any defense based upon:



          (a) Any right to require Agent or the Lenders to proceed against the other Borrowers or any
other Person or to proceed against or exhaust any security held by Agent or the Lenders at any time
or to pursue any other remedy in Agent’s or any Lender’s power or under any other agreement before
proceeding against a Borrower hereunder or under any other Loan Document;




          (b) The defense of the statute of limitations in any action hereunder or the payment or
performance of any of the Obligations;




          (c) Any defense that may arise by reason of the incapacity, lack of authority, death or
disability of any other Person or Persons or the failure of Agent or any Lender to file or enforce
a claim against the estate (in administration, bankruptcy or any other proceeding) of any other
Person or Persons;




          (d) Any failure on the part of Agent or any Lender to ascertain the extent or nature of any
Collateral or any insurance or other rights with respect thereto, or the liability of any party
liable under the Loan Documents or the obligations evidenced or secured thereby;




          (e) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all
other notices of any kind (except for such notices as are specifically required to be provided to
Borrowers pursuant to the Loan Documents), or the lack of any thereof, including, without limiting
the generality of the foregoing, notice of the existence, creation or incurring of any new or
additional indebtedness or obligation or of any action or non-action on the part of any Borrower,
Agent, any Lender, any endorser or creditor of Borrowers or on the part of any other Person
whomsoever under this or any other instrument in connection with any obligation or evidence of
indebtedness held by Agent or any Lender;




111









 





          (f) Any defense based upon an election of remedies by Agent or any Lender, including any
election to proceed by judicial or nonjudicial foreclosure of any security, whether real property
or personal property security, or by deed in lieu thereof, and whether or not every aspect of any
foreclosure sale is commercially reasonable, or any election of remedies, including remedies
relating to real property or personal property security, which destroys or otherwise impairs the
subrogation rights of a Borrower or the rights of a Borrower to proceed against the other Borrowers
for reimbursement, or both;




          (g) Any right or claim of right to cause a marshaling of the assets of Borrowers;




          (h) Any principle or provision of law, statutory or otherwise, which is or might be in
conflict with the terms and provisions of this Agreement;




          (i) Any duty on the part of Agent or any Lender to disclose to Borrowers any facts Agent or
any Lender may now or hereafter know about Borrowers or the Collateral, regardless of whether Agent
or any Lender has reason to believe that any such facts materially increase the risk beyond that
which each Borrower intends to assume or has reason to believe that such facts are unknown to
Borrowers or has a reasonable opportunity to communicate such facts to Borrowers, it being
understood and agreed that each Borrower is fully responsible for being and keeping informed of the
financial condition of the other Borrowers, of the condition of the Mortgaged Property or the
Collateral and of any and all circumstances bearing on the risk that liability may be incurred by
Borrowers hereunder and under the other Loan Documents;




          (j) Any inaccuracy of any representation or other provision contained in any Loan Document;




          (k) Subject to compliance with the provisions of this Agreement, any sale or assignment of the
Loan Documents, or any interest therein;




          (l) Subject to compliance with the provisions of this Agreement, any sale or assignment by a
Borrower or any other Person of any Collateral, or any portion thereof or interest therein, not
consented to by Agent or any Lender;




          (m) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more
of the Loan Documents;




          (n) Any lack of commercial reasonableness in dealing with the Collateral;




          (o) Any deficiencies in the Collateral or any deficiency in the ability of Agent or any Lender
to collect or to obtain performance from any Persons now or hereafter liable for the payment and
performance of any obligation hereby guaranteed;




          (p) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the
voluntary or involuntary bankruptcy proceeding of the other Borrowers) or any other stay provided
under any other debtor relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall
operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability




112









 




of Agent or any Lender to enforce any of its rights, whether now or hereafter required, which
Agent or any Lender may have against a Borrower or the Collateral owned by it;




          (q) Any modifications of the Loan Documents or any obligation of Borrowers relating to the
Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, or any
other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, or otherwise;




          (r) Any release of a Borrower or of any other Person from performance or observance of any of
the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation
of law, Agent’s or the Lenders’ voluntary act or otherwise;




          (s) Any action, occurrence, event or matter consented to by Borrowers under any provision
hereof, or otherwise;




          (t) The dissolution or termination of existence of any Borrower;




          (u) Either with or without notice to Borrowers, any renewal, extension, modification,
amendment or another changes in the Obligations, including but not limited to any material
alteration of the terms of payment or performance of the Obligations;




          (v) Any defense of Borrowers, including without limitation, the invalidity, illegality or
unenforceability of any of the Obligations; or




          (w) To the fullest extent permitted by law, any other legal, equitable or surety defenses
whatsoever to which Borrowers might otherwise be entitled, it being the intention that the
obligations of Borrowers hereunder are absolute, unconditional and irrevocable.




     §36.5 Waiver. Each of the Borrowers waives, to the fullest extent that each may lawfully so
do, the benefit of all appraisement, valuation, stay, extension, homestead, exemption and
redemption laws which such Person may claim or seek to take advantage of in order to prevent or
hinder the enforcement of any of the Loan Documents or the exercise by Lenders or Agent of any of
their respective remedies under the Loan Documents and, to the fullest extent that the Borrowers
may lawfully so do, such Person waives any and all right to have the assets comprised in the
security intended to be created by the Security Documents (including, without limitation, those
assets owned by the other of the Borrowers) marshaled upon any foreclosure of the lien created by
such Security Documents. Each of the Borrowers further agrees that the Lenders and Agent shall be
entitled to exercise their respective rights and remedies under the Loan Documents or at law or in
equity in such order as they may elect. Without limiting the foregoing, each of the Borrowers
further agrees that upon the occurrence of an Event of Default, the Lenders and Agent may exercise
any of such rights and remedies without notice to either of the Borrowers except as required by law
or the Loan Documents and agrees that neither the Lenders nor Agent shall be required to proceed
against the other of the Borrowers or any other Person or to proceed against or to exhaust any
other security held by the Lenders or Agent at any time or to pursue any other remedy in Lender’s
or Agent’s power or under any of the Loan Documents before proceeding against a Borrower or its
assets under the Loan Documents.



113









 





     §36.6 Subordination. So long as the Loans are outstanding, each of the Borrowers hereby
expressly waives any right of contribution from or indemnity against the other, whether at law or
in equity, arising from any payments made by such Person pursuant to the terms of this Agreement or
the Loan Documents, and each of the Borrowers acknowledges that it has no right whatsoever to
proceed against the other for reimbursement of any such payments. In connection with the
foregoing, each of the Borrowers expressly waives any and all rights of subrogation to the Lenders
or Agent against the other of the Borrowers, and each of the Borrowers hereby waives any rights to
enforce any remedy which the Lenders or Agent may have against the other of the Borrowers and any
rights to participate in any Collateral or any other assets of the other Borrowers. In addition to
and without in any way limiting the foregoing, each of the Borrowers hereby subordinates any and
all indebtedness it may now or hereafter owe to such other Borrowers to all indebtedness of the
Borrowers to the Lenders and Agent, and agrees with the Lenders and Agent that neither of the
Borrowers shall claim any offset or other reduction of such Borrower’s obligations hereunder
because of any such indebtedness and shall not take any action to obtain any of the Collateral or
any other assets of the other Borrowers.



     §36.7 Waiver of Rights Under Anti-Deficiency Rules. Without limiting any other provision of
this §36, each Borrower understands and acknowledges that, if the Agent forecloses judicially or
nonjudicially against any real property Collateral for the Obligations, such foreclosure could
impair or destroy any right or ability that such Borrower may have to seek reimbursement,
contribution, or indemnification for any amounts paid by such Borrower under this Agreement. Each
Borrower further understands and acknowledges that in the absence of this waiver such potential
impairment or destruction of such Borrower’s rights, if any, may entitle such Borrower to assert a
defense to this Agreement based on California Code of Civil Procedure §580d as interpreted in
Union Bank v. Gradsky, (1968) 265 CA 2d 40, 71 CR 64, on the grounds, among others, that
the Agent or the Lenders should be estopped from pursuing such Borrower because their election to
foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or
indemnification rights of such Borrower. By execution of this Agreement, each Borrower
intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense
and agrees that such Borrower will be liable under this Agreement even though the Agent has
foreclosed judicially or nonjudicially against any real or personal property Collateral for the
Obligations; (ii) agrees that such Borrower will not assert that defense in any action or
proceeding which the Agent or the Lenders may bring to enforce this Agreement; and (iii)
acknowledges and agrees that until the Obligations have been indefeasibly paid in full, the rights
and defenses waived by such Borrower in this Agreement include any right or defense that such
Borrower may have or be entitled to assert based on or arising out of California Civil Code §2848.



     §36.8 Further Waivers. Each Borrower intentionally, freely, irrevocably and unconditionally
waives and relinquishes all rights which may be available to it under any provision of California
law or under any California judicial decision, including, without limitation, Section 580a and
726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or
other judgment which may be obtained against such Borrower under this Agreement to not more than
the amount by which the unpaid Obligations exceeds the fair market value or fair value of any real
or personal property securing the Obligations, including, without limitation, all rights to an
appraisement of, judicial or other hearing on, or other determination of the value of said
property. Each Borrower acknowledges



114









 




and agrees that, as a result of the foregoing waiver, the Agent or the Lenders may be entitled
to recover from such Borrower an amount which, when combined with the value of any real or personal
property foreclosed upon by the Agent (or the proceeds of the sale of which have been received by
the Agent and the Lenders) and any sums collected by the Agent and the Lenders from any other
Borrower, the other guarantors or other Persons, might exceed the amount of the Obligations.



§37. ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS.




          (a) Without limiting any other provision of §36, each Subsidiary Borrower acknowledges that it
has received, or will receive, significant financial and other benefits, either directly or
indirectly, from the proceeds of the Loans made by the Lenders to the Borrowers pursuant to this
Agreement; that the benefits received by such Subsidiary Borrower are reasonably equivalent
consideration for such Subsidiary Borrower’s execution of this Agreement and the other Loan
Documents to which it is a party; and that such benefits include, without limitation, the access to
capital afforded to the Borrowers pursuant to this Agreement from which the activities of such
Subsidiary Borrower will be supported, the refinancing of certain existing indebtedness of such
Subsidiary Borrower secured by such Subsidiary Borrower’s Mortgaged Property from the proceeds of
the Loans, and the ability to refinance that indebtedness at a lower interest rate and otherwise on
more favorable terms than would be available to it if the Mortgaged Property owned by such
Subsidiary Borrower were being financed on a stand-alone basis and not as part of a pool of assets
comprising the security for the Obligations. Each Subsidiary Borrower is executing this Agreement
and the other Loan Documents in consideration of those benefits received by it and each Subsidiary
Borrower desires to enter into an allocation and constribution agreement with each other Subsidiary
Borrower as set forth in this §37 and agrees to subordinate and subrogate any rights or claims it
may have against other Subsidiary Borrowers as and to the extent set forth in §36.




          (b) In the event any one or more Subsidiary Borrowers (any such Subsidiary Borrower, a
“Funding Borrower”) is deemed to have paid an amount in excess of the principal amount
attributable to it (such principal amount, the “Allocable Principal Balance”) (any deemed
payment in excess of the applicable Allocable Principal Balance, a “Contribution”) as a
result of (a) such Funding Borrower’s payment of and/or performance on the Obligations and/or (b)
Agent’s and/or any Lender’s realization on the Collateral owned by such Funding Borrower (whether
by foreclosure, deed in lieu of foreclosure, private sale or other means), then after payment in
full of the Loans and the satisfaction of all of Subsidiary Borrowers’ other obligations under the
Loan Documents, such Funding Borrower shall be entitled to contribution from each benefited
Subsidiary Borrower for the amount of the Contribution so benefited (any such contribution, a
“Reimbursement Contribution”), up to such benefited Subsidiary Borrower’s then current
Allocable Principal Balance. Any Reimbursement Contributions required to be made hereunder shall,
subject to §36, be made within ten (10) days after demand therefor.




          (c) If a Subsidiary Borrower (a “Defaulting Borrower”) shall have failed to make a
Reimbursement Contribution as hereinabove provided, after the later to occur of (a) payment of the
Loan in full and the satisfaction of all of all Subsidiary Borrowers’ other obligations to Lenders
or (b) the date which is 366 days after the payment in full of the Loans, the Funding Borrower to
whom such Reimbursement Contribution is owed shall be subrogated






115









 







to the rights of Lenders against such Defaulting Borrower, including the right to receive a
portion of such Defaulting Borrower’s Collateral in an amount equal to the Reimbursement
Contribution payment required hereunder that such Defaulting Borrower failed to make;
provided, however, if Agent returns any payments in connection with a bankruptcy of
a Subsidiary Borrower, all other Subsidiary Borrowers shall jointly and severally pay to Agent and
Lenders all such amounts returned, together with interest at the Default Rate accruing from and
after the date on which such amounts were returned.




          (d) In the event that at any time there exists more than one Funding Borrower with respect to
any Contribution (in any such case, the “Applicable Contribution”), then Reimbursement
Contributions from Defaulting Borrowers pursuant hereto shall be equitably allocated among such
Funding Borrowers. In the event that at any time any Subsidiary Borrower pays an amount hereunder
in excess of the amount calculated pursuant to this paragraph, that Subsidiary Borrower shall be
deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a
Reimbursement Contribution from the other Borrowers in accordance with the provisions of this §37.




          (e) It is the intent of each Subsidiary Borrower, the Agent and the Lenders that in any
proceeding under the Bankruptcy Code or any similar debtor relief laws, such Subsidiary Borrower’s
maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of such Subsidiary Borrower hereunder (or any other obligations of
such Subsidiary Borrower to the Agent and the Lenders under the Loan Documents) to be avoidable or
unenforceable against such Subsidiary Borrower in such proceeding as a result of applicable Laws,
including, without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent
transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of
Section 544 of the Bankruptcy Code or otherwise. The Laws under which the possible avoidance or
unenforceability of the obligations of such Subsidiary Borrower hereunder (or any other obligations
of such Subsidiary Borrower to the Agent and the Lenders under the Loan Documents) shall be
determined in any such proceeding are referred to herein as “Avoidance Provisions”. Accordingly, to
the extent that the obligations of a Subsidiary Borrower hereunder would otherwise be subject to
avoidance under the Avoidance Provisions, the maximum Obligations for which such Subsidiary
Borrower shall be liable hereunder shall be reduced to the greater of (A) the amount which, as of
the time any of the Obligations are deemed to have been incurred by such Subsidiary Borrower under
the Avoidance Provisions, would not cause the obligations of such Subsidiary Borrower hereunder (or
any other obligations of such Subsidiary Borrower to the Agent and the Lenders under the Loan
Documents), to be subject to avoidance under the Avoidance Provisions or (B) the amount which, as
of the time demand is made hereunder upon such Subsidiary Borrower for payment on account of the
Obligations, would not cause the obligations of such Subsidiary Borrower hereunder (or any other
obligations of such Subsidiary Borrower to the Agent and the Lenders under the Loan Documents), to
be subject to avoidance under the Avoidance Provisions. The provisions of this §37(e) are intended
solely to preserve the rights of the Agent and the Lenders hereunder to the maximum extent that
would not cause the obligations of any Subsidiary Borrower hereunder to be subject to avoidance
under the Avoidance Provisions, and no Subsidiary Borrower or any other Person shall have any right
or claim under this Section as against the Agent and the Lenders that would not otherwise be
available to such Person under the Avoidance Provisions.







116









 








     IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed by its
duly authorized representatives as of the date first set forth above.



	 	 	 	 	 
	 	PARENT BORROWER:


CORESITE, L.P., a Delaware limited

partnership, by its general partner, CoreSite Realty

Corporation, a Maryland corporation

 	 
	 	By:  	/s/ Thomas M. Ray
 	 
	 	Name:  	Thomas M. Ray 	 
	 	Title:  	President and CEO 	 
	 



(SEAL)




[SIGNATURES CONTINUE ON FOLLOWING PAGE]




117









 





	 	 	 	 	 
	 	SUBSIDIARY BORROWERS:


CORESITE REAL ESTATE 70 INNERBELT, L.L.C.,

CORESITE REAL ESTATE 900 N. ALAMEDA, L.L.C.,

CORESITE REAL ESTATE 2901 CORONADO, L.L.C.,

CORESITE REAL ESTATE 1656 MCCARTHY, L.L.C.,

each a Delaware limited liability company

 	 
	 	By:  	/s/ Thomas M. Ray
 	 
	 	Name:  	Thomas M. Ray 	 
	 	Title:  	President 	 
	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]







118









 









	 	 	 	 	 
	 	AGENT AND LENDERS:


KEYBANK NATIONAL ASSOCIATION, individually and as Agent

 	 
	 	By:  	/s/ Gregory W. Lane
 	 
	 	Name:  	Gregory W. Lane 	 
	 	Title:  	Vice President 	 
	 



KeyBank National Association

225 Franklin Street

Boston, Massachusetts 02110

Attention: Gregory W. Lane

Telephone:       xxx-xxx-xxxx

Facsimile:         617-385-6293





119









 







	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ John Rowland
 	 
	 	Name:  	John Rowland 	 
	 	Title:  	Managing Director 	 
	 



CitiBank, N.A.

388 Greenwich Street, 23rd floor

New York, New York 10013

Attention:          Rita Lai

Telephone:        xxx-xxx-xxxx

Facsimile:         646-688-2077





120









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ James P. Johnson
 	 
	 	Name:  	James P. Johnson 	 
	 	Title:  	Senior Vice President 	 
	 



Bank of America, N.A.

315 Montgomery Street, 6th floor

CA5-704-06-37

San Francisco, California 94104-1866

Attention:      James P. Johnson

Telephone:    xxx-xxx-xxxx

Facsimile:     415-913-2356





121









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Dan LePage
 	 
	 	Name:  	Dan LePage 	 
	 	Title:  	Authorized Signatory 	 
	 



Royal Bank of Canada

One Liberty Plaza, 3rd Floor

165 Broadway

New York, New York 10006-1404

Attention: GLA Administrator

Telephone:         xxx-xxx-xxxx

Facsimile:          212-428-2372





122









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Bill O’Daly
 	 
	 	Name:  	Bill O’Daly 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                                    /s/ Kevin Buddhdew
 	 
	 	Name:  	Kevin Buddhdew 	 
	 	Title:  	Associate 	 
	 



Credit Suisse AG

Eleven Madison Avenue, 25th Floor

New York, NY 10010

Attention: William O’Daly

Telephone: xxx-xxx-xxxx

Facsimile:  212-743-2254





123












 





EXHIBIT A




FORM OF REVOLVING CREDIT NOTE



			
	 	 	 
	$                    
	 	                    , 2010






     FOR VALUE RECEIVED, the undersigned (collectively, “Maker”), hereby promise to pay to
                                         (“Payee”), or order, in accordance with the terms of that
certain Credit Agreement, dated as of September 28, 2010, as from time to time in effect, among
CoreSite, L.P., the Subsidiary Borrowers, KeyBank National Association, for itself and as Agent,
and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the
extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of
                     ($                    ), or such amount as may be advanced by the Payee under the Credit
Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as
provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a
rate per annum on each portion of the principal amount which shall at all times be equal to the
rate of interest applicable to such portion in accordance with the Credit Agreement, and with
interest on overdue principal and, to the extent permitted by applicable law, on overdue
installments of interest and late charges at the rates provided in the Credit Agreement. Interest
shall be payable on the dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in
the Credit Agreement.



     Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland,
Ohio 44114-1306, or at such other address as Agent may designate from time to time, or made by wire
transfer in accordance with wiring instructions provided by the Agent.



     This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of
this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date
and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the
Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the
Credit Agreement.



     Notwithstanding anything in this Note to the contrary, all agreements between the undersigned
Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the
maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Lenders exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the
maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Lenders shall ever receive
anything of value deemed interest by applicable law in excess of the maximum lawful amount, an
amount equal to any excessive interest shall be applied to the reduction of the principal balance
of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of



A-1









 




the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned
Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal of the Obligations of the undersigned Maker (including the period
of any renewal or extension thereof) so that the interest thereon for such full period shall not
exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements
between the undersigned Maker and the Lenders and the Agent.




     In case an Event of Default shall occur, the entire principal amount of this Note may become
or be declared due and payable in the manner and with the effect provided in said Credit Agreement.



     This Note shall be governed by the laws of the State of New York, including, without
limitation, New York General Obligations Law Section 5-1401.



     The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable
law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all
other demands and notices in connection with the delivery, acceptance, performance and enforcement
of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without notice.



A-2









 





     IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on
the day and year first above written.



	 	 	 	 	 	 	 

	 	 	CORESITE, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 






[Signatures Continued On Next Page]






A-3









 








	 	 	 	 	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 











A-4









 








EXHIBIT B




FORM OF SWING LOAN NOTE



			
	 	 	 
	$                    
	 	                    , 2010






     FOR VALUE RECEIVED, the undersigned (collectively, “Maker”), hereby promise to pay to
                                         (“Payee”), or order, in accordance with the terms of that
certain Credit Agreement, dated as of September 28, 2010, as from time to time in effect, among
CoreSite, L.P., the Subsidiary Borrowers, KeyBank National Association, for itself and as Agent,
and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the
extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of
Twenty-Five Million and No/100 Dollars ($25,000,000), or such amount as may be advanced by the
Payee under the Credit Agreement as a Swing Loan with daily interest from the date thereof,
computed as provided in the Credit Agreement, on the principal amount hereof from time to time
unpaid, at a rate per annum on each portion of the principal amount which shall at all times be
equal to the rate of interest applicable to such portion in accordance with the Credit Agreement,
and with interest on overdue principal and, to the extent permitted by applicable law, on overdue
installments of interest and late charges at the rates provided in the Credit Agreement. Interest
shall be payable on the dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in
the Credit Agreement.



     Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland,
Ohio 44114-1306, or at such other address as Agent may designate from time to time or made by wire
transfer in accordance with wiring instructions provided by the Agent..



     This Note is one of one or more Swing Loan Notes evidencing borrowings under and is entitled
to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note
may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is
subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit
Agreement.



     Notwithstanding anything in this Note to the contrary, all agreements between the undersigned
Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the
maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Lenders exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the
maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Lenders shall ever receive
anything of value deemed interest by applicable law in excess of the maximum lawful amount, an
amount equal to any excessive interest shall be applied to the reduction of the principal balance
of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of



B-1









 




the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned
Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal of the Obligations of the undersigned Maker (including the period
of any renewal or extension thereof) so that the interest thereon for such full period shall not
exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements
between the undersigned Maker and the Lenders and the Agent.




     In case an Event of Default shall occur, the entire principal amount of this Note may become
or be declared due and payable in the manner and with the effect provided in said Credit Agreement.



     This Note shall be governed by the laws of the State of New York, including, without
limitation, New York General Obligations Law Section 5-1401.



     The undersigned Maker and all guarantors and endorsers, to the extent permitted by applicable
law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all
other demands and notices in connection with the delivery, acceptance, performance and enforcement
of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without notice.



     IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on
the day and year first above written.



	 	 	 	 	 	 	 

	 	 	CORESITE, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 






[Signatures Continued On Next Page]






B-2









 








	 	 	 	 	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 











B-3









 








EXHIBIT C




FORM OF JOINDER AGREEMENT



     THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of                     , 2010, by
                                        , a                                         
 (“Joining Party”), and delivered to
KeyBank National Association, as Agent, pursuant to §5.5 of the Credit Agreement dated as of
                    , September 28, 2010, as from time to time in effect (the “Credit Agreement”), among
CoreSite, L.P. (the “Parent Borrower”), the Subsidiary Borrowers, KeyBank National Association, for
itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not
defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit
Agreement.



RECITALS




     A. Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an
additional Subsidiary Borrower under the Credit Agreement, the Notes, and the Indemnity Agreement.



     B. Joining Party expects to realize direct and indirect benefits as a result of the
availability to Borrowers of the credit facilities under the Credit Agreement.



     NOW, THEREFORE, Joining Party agrees as follows:



AGREEMENT




     1. Joinder. By this Joinder Agreement, Joining Party hereby becomes a “Subsidiary
Borrower”, a “Borrower” and a “Maker” under the Credit Agreement, the Notes, the Indemnity
Agreement, and the other Loan Documents with respect to all the Obligations of Borrowers now or
hereafter incurred under the Credit Agreement and the other Loan Documents. Joining Party agrees
that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties,
covenants, terms, conditions, duties and waivers applicable to a Subsidiary Borrower, a Borrower
and a “Maker” under the Credit Agreement, the Notes, the Indemnity Agreement and the other Loan
Documents.



     2. Representations and Warranties of Joining Party. Joining Party represents and
warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing
by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing
(which disclosures shall be deemed to amend the Schedules and other disclosures delivered as
contemplated in the Credit Agreement), the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material respects as applied to
Joining Party as a Subsidiary Borrower and a Borrower on and as of the Effective Date as though
made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents of
the Subsidiary Borrowers are true and correct with respect to Joining Party and no Default or Event
of Default shall exist or might exist upon the Effective Date in the event that Joining Party
becomes a Subsidiary Borrower.



C-1









 






     3. Joint and Several. Joining Party hereby agrees that, as of the Effective Date, the
Credit Agreement, the Notes, the Indemnity Agreement and the other Loan Documents heretofore
delivered to the Agent and the Lenders shall be a joint and several obligation of Joining Party to
the same extent as if executed and delivered by Joining Party, and upon request by Agent, will
promptly become a party to the Credit Agreement, the Notes, the Indemnity Agreement and the other
Loan Documents to confirm such obligation.



     4. Further Assurances. Joining Party agrees to execute and deliver such other
instruments and documents and take such other action, as the Agent may reasonably request, in
connection with the transactions contemplated by this Joinder Agreement.



     5. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION
UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     6. Counterparts. This Agreement may be executed in any number of counterparts which
shall together constitute but one and the same agreement.



     7. The effective date (the “Effective Date”) of this Joinder Agreement is                     , 20__.



     IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day
and year first above written.



	 	 	 	 	 	 	 

	 	 	“JOINING PARTY”	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	, a
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[SEAL]
	 	 






	 	 	 	 	 

	ACKNOWLEDGED:	 	 
	 
	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION, as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	[Printed Name and Title]	 	 











C-2









 








EXHIBIT D




FORM OF REQUEST FOR REVOLVING CREDIT LOAN



KeyBank National Association, as Agent

225 Franklin Street

Boston, Massachusetts 02110

Attention: Gregory W. Lane




Ladies and Gentlemen:




     Pursuant to the provisions of §2.7 of the Credit Agreement dated as of September 28, 2010 (as
the same may hereafter be amended, the “Credit Agreement”), among CoreSite, L.P. (the “Parent
Borrower”), the Subsidiary Borrowers, KeyBank National Association for itself and as Agent, and the
other Lenders from time to time party thereto, the undersigned Borrower hereby requests and
certifies as follows:



     1. Revolving Credit Loan. The undersigned Borrower on behalf of all Borrowers hereby
requests a [Revolving Credit Loan under §2.1] [Swing Loan under §2.5] of the Credit Agreement:


Principal Amount: $                    

Type (LIBOR Rate, Base Rate):

Drawdown Date:

Interest Period for Revolving Credit LIBOR Rate Loans:



by credit to the general account of the Borrowers with the Agent at the Agent’s Head Office.




     [If the requested Loan is a Swing Loan and the Borrowers desire for such Loan to be a LIBOR
Rate Loan following its conversion as provided in §2.5(d), specify the Interest Period following
conversion:                    ]



     2. Use of Proceeds. Such Loan shall be used for purposes permitted by §2.9 of the
Credit Agreement.



     3. No Default. The undersigned Authorized Officer or chief financial officer or chief
accounting officer of Parent Borrower certifies that the Borrowers are and will be in compliance
with all covenants under the Loan Documents after giving effect to the making of the Loan requested
hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a
Borrowing Base Certificate setting forth a calculation of the Borrowing Base Availability after
giving effect to the Loan requested hereby. No condemnation proceedings are pending or, to the
undersigned knowledge, threatened against any Mortgaged Property.



     4. Representations True. The undersigned Authorized Officer or chief financial
officer or chief accounting officer of Parent Borrower certifies, represents and agrees that each
of the representations and warranties made by or on behalf of the Borrowers or their respective
Subsidiaries (if applicable), contained in the Credit Agreement, in the other Loan Documents or



D-1









 




in any document or instrument delivered pursuant to or in connection with the Credit Agreement
was true in all material respects as of the date on which it was made and, is true in all material
respects as of the date hereof and shall also be true at and as of the Drawdown Date for the Loan
requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the
extent of changes resulting from transactions permitted by the Loan Documents (it being understood
and agreed that any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date).




     5. Other Conditions. The undersigned chief financial officer or chief accounting
officer of Parent Borrower certifies, represents and agrees that all other conditions to the making
of the Loan requested hereby set forth in the Credit Agreement have been satisfied.



     6. Definitions. Terms defined in the Credit Agreement are used herein with the
meanings so defined.



     IN WITNESS WHEREOF, the undersigned has duly executed this request this _____ day of
                    , 2010.



	 	 	 	 	 	 	 

	 	 	CORESITE, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 











D-2









 








EXHIBIT E




FORM OF LETTER OF CREDIT REQUEST



[DATE]



KeyBank National Association, as Agent

1675 Broadway, Suite 400

Denver, Colorado 80202

Attn: Cheryl Van Klompenberg





			
	Re:	 	Letter of Credit Request under Credit Agreement dated as of September __, 2010





Ladies and Gentlemen:




     Pursuant to §2.10 of the Credit Agreement dated as of September 28, 2010, among you, certain
other Lenders, CoreSite, L.P. (“Parent Borrower”), and the Subsidiary Borrowers (the “Credit
Agreement”), we hereby request that you issue a Letter of Credit as follows:




	 	(i)	 	Name and address of beneficiary:
	 
	 	(ii)	 	Face amount: $
	 
	 	(iii)	 	Proposed Issuance Date:
	 
	 	(iv)	 	Proposed Expiration Date:
	 
	 	(v)	 	Other terms and conditions as set forth in the proposed form of Letter of
Credit attached hereto.
	 
	 	(vi)	 	Purpose of Letter of Credit:





     This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject
to satisfaction of, the terms, conditions and provisions set forth in §2.10 of the Credit
Agreement.



     The undersigned Authorized Officer or chief financial officer or chief accounting officer of
Parent Borrower certifies that the Borrowers are and will be in compliance with all covenants under
the Loan Documents after giving effect to the issuance of the Letter of Credit requested hereby and
no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base
Certificate setting forth a calculation of the Borrowing Base Availability after giving effect to
the Letter of Credit requested hereby. No condemnation proceedings are pending or, to the
undersigned knowledge, threatened against any Mortgaged Property.



     We also understand that if you grant this request this request obligates us to accept the
requested Letter of Credit and pay the issuance fee and Letter of Credit fee as required by



E-1









 




§2.10(e). All capitalized terms defined in the Credit Agreement and used herein without
definition shall have the meanings set forth in §1.1 of the Credit Agreement.




     The undersigned Authorized Officer or chief financial officer or chief accounting officer of
Parent Borrower certifies, represents and agrees that each of the representations and warranties
made by or on behalf of the Borrowers or their respective Subsidiaries (if applicable), contained
in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement was true in all material respects as of the
date on which it was made, is true as of the date hereof and shall also be true at and as of the
proposed issuance date of the Letter of Credit requested hereby, with the same effect as if made at
and as of the proposed issuance date, except to the extent of changes resulting from transactions
permitted by the Loan Documents (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true and correct only as
of such specified date).



Very truly yours,




	 	 	 	 	 	 	 

	 	 	CORESITE, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 











E-2









 








EXHIBIT F




FORM OF BORROWING BASE CERTIFICATE



BORROWING BASE WORKSHEET



	 	 	 	 	 

	A.

	 	Mortgaged Property Appraised Value Test: Aggregate Amount of
Appraised Value of each Mortgaged Property
	 	$                    
	 
	 	 	 	 
	 

	 	[See attached spreadsheet listing values]	 	 
	 
	 	 	 	 
	B.

	 	Borrowing Base Value: 60% of Mortgaged Property Aggregate
Appraised Value
	 	$                    
	 
	 	 	 	 
	C.

	 	Borrowing Base Debt Service Coverage Ratio Test: The maximum
principal amount of the Loans and Letter of Credit
Obligations which would not cause the Borrowing Base Debt
Service Coverage Ratio to be less than 1.75 to 1.0
	 	$                    
	 
	 	 	 	 
	 

	 	[See Attached Spreadsheet]	 	 
	 
	 	 	 	 
	D.

	 	Debt Yield Coverage Ratio Test: The maximum principal amount
of the Loans and Letter of Credit Obligations which would not
cause the Debt Yield to be less than 18%	 	 
	 
	 	 	 	 
	 

	 	[See Attached Spreadsheet]	 	 
	 
	 	 	 	 
	E.

	 	Borrowing Base Availability: Lesser of B, C or D
	 	$                    











F-1









 








EXHIBIT G




FORM OF COMPLIANCE CERTIFICATE



KeyBank National Association, as Agent

225 Franklin Street

Boston, Massachusetts 02110

Attn: Gregory Lane




Ladies and Gentlemen:




     Reference is made to the Credit Agreement dated as of September 28, 2010 (as the same may
hereafter be amended, the “Credit Agreement”) by and among CoreSite, L.P. (‘Parent Borrower”), the
Subsidiary Borrowers, KeyBank National Association for itself and as Agent, and the other Lenders
from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined
herein are used herein as defined in the Credit Agreement.



     Pursuant to the Credit Agreement, REIT is furnishing to you herewith (or have most recently
furnished to you) the consolidated financial statements of REIT for the fiscal period ended
                     (the “Balance Sheet Date”). Such financial statements have been prepared in
accordance with GAAP and present fairly the consolidated financial position in all material
respects of REIT at the date thereof and the results of its operations for the periods covered
thereby.



     This certificate is submitted in compliance with requirements of §2.11(d), §5.4(b), §7.4(c),
§7.5(e), §8.1, §10.12 or §11.3 of the Credit Agreement. If this certificate is provided under a
provision other than §7.4(c), the calculations provided below are made using the consolidated
financial statements of REIT as of the Balance Sheet Date adjusted in the best good faith estimate
of REIT to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or
disposition of property or other event that occasions the preparation of this certificate; and the
nature of such event and the estimate of REIT of its effects are set forth in reasonable detail in
an attachment hereto. The undersigned is an Authorized Officer or chief financial officer or chief
accounting officer of Parent Borrower.



     The undersigned has no knowledge of any Default or Event of Default. (Note: If the signer does
have knowledge of any Default or Event of Default, the form of certificate should be revised to
specify the Default or Event of Default, the nature thereof and the actions taken, being taken or
proposed to be taken by the Borrowers with respect thereto.)



     The undersigned is providing the attached information to demonstrate compliance as of the date
hereof with the covenants described in the attachment hereto.



G-1









 





     IN WITNESS WHEREOF, the undersigned have duly executed this Compliance Certificate this _____
day of                     , 201_.



	 	 	 	 	 	 	 

	 	 	CORESITE, L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(SEAL)	 	 






G-2









 






APPENDIX TO COMPLIANCE CERTIFICATE








G-3









 








WORKSHEET




GROSS ASSET VALUE



	 	 	 	 	 

	A.

	 	Appraised Value of Mortgaged Properties
	 	$                    
	 
	 	 	 	 
	B.

	 	Capitalized Value of all Stabilized Properties that are not
Mortgaged Properties
	 	$                    
	 
	 	 	 	 
	C.

	 	Book Value of Development Properties and Construction In
Process
	 	$                    
	 
	 	 	 	 
	D.

	 	Book Value of Land Asset
	 	$                    
	 
	 	 	 	 
	E.

	 	Aggregate of Unrestricted Cash and Cash Equivalents
	 	$                    
	 
	 	 	 	 
	F.

	 	Pro rata share of Gross Asset Value attributable to such
assets owned by Unconsolidated Affiliates
	 	$                    
	 
	 	 	 	 
	 

	 	Gross Assets Value equals sum of A plus B plus C plus D plus
E plus F
	 	$                    









G-4









 








EXHIBIT H




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT



     THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated                     , by and
between                                          (“Assignor”), and                     
                     (“Assignee”).



W I T N E S S E T H:




     WHEREAS, Assignor is a party to that certain Credit Agreement, dated September 28, 2010, by
and among CORESITE, L.P. (“Parent Borrower”), the Subsidiary Borrowers, the other lenders that are
or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually and as Agent (the
“Loan Agreement”); and



     WHEREAS, Assignor desires to transfer to Assignee [Describe assigned Commitment] under the
Loan Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans
with respect thereto;



     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10) and other
good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:



     1. Definitions. Terms defined in the Loan Agreement and used herein without
definition shall have the respective meanings assigned to such terms in the Loan Agreement.



     2. Assignment.



     (a) Subject to the terms and conditions of this Agreement and in consideration of the payment
to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the
“Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers
and assigns to Assignee, without recourse, a portion of its Revolving Credit Note in the amount of
$                     representing a $                     Revolving Credit Commitment, and a corresponding
interest in and to all of the other rights and obligations under the Loan Agreement and the other
Loan Documents relating thereto (the assigned interests being hereinafter referred to as the
“Assigned Interests”), including Assignor’s share of all outstanding Revolving Credit Loans with
respect to the Assigned Interests and the right to receive interest and principal on and all other
fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date,
all as if Assignee were an original Lender under and signatory to the Loan Agreement having a
Revolving Credit Commitment Percentage equal to the amount of the respective Assigned Interests.



     (b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of
Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee
were an original Lender under and signatory to the Loan Agreement and the “Intercreditor Agreement”
(as hereinafter defined), which obligations shall include, but shall not be limited to, the
obligation to make Revolving Credit Loans to the Borrowers with respect to the Assigned Interests
and to indemnify the Agent as provided therein (such obligations, together



H-1









 




with all other obligations set forth in the Loan Agreement and the other Loan Documents are
hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no
further duties or obligations with respect to, and shall have no further interest in, the Assigned
Obligations or the Assigned Interests.




     3. Representations and Requests of Assignor.



     (a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has
full power and authority to, enter into this Agreement and perform its obligations under this
Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated
hereby the principal face amount of Assignor’s Revolving Credit Note is $                    , and (iii)
that it has forwarded to the Agent the Revolving Credit Note held by Assignor. Assignor makes no
representation or warranty, express or implied, and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or
any other instrument or document furnished pursuant thereto or in connection with the Loan, the
collectability of the Loans, the continued solvency of the Borrowers or the continued existence,
sufficiency or value of the Collateral or any assets of the Borrowers which may be realized upon
for the repayment of the Loans, or the performance or observance by the Borrowers of any of their
respective obligations under the Loan Documents to which it is a party or any other instrument or
document delivered or executed pursuant thereto or in connection with the Loan; other than that it
is the legal and beneficial owner of, or has the right to assign, the interests being assigned by
it hereunder and that such interests are free and clear of any adverse claim.



     (b) Assignor requests that the Agent obtain replacement notes for each of Assignor and
Assignee as provided in the Loan Agreement.



     4. Representations of Assignee. Assignee makes and confirms to the Agent, Assignor
and the other Lenders all of the representations, warranties and covenants of a Lender under
Articles 14 and 18 of the Loan Agreement. Without limiting the foregoing, Assignee (a) represents
and warrants that it is legally authorized to, and has full power and authority to, enter into this
Agreement and perform its obligations under this Agreement; (b) confirms that it has received
copies of such documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently
and without reliance upon Assignor, any other Lender or the Agent and based upon such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
evaluating the Loans, the Loan Documents, the creditworthiness of the Borrowers and the value of
the assets of the Borrowers, and taking or not taking action under the Loan Documents and any
intercreditor agreement among the Lenders and the Agent (the “Intercreditor Agreement”); (d)
appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such
powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents and the
Intercreditor Agreement; (e) agrees that, by this Assignment, Assignee has become a party to and
will perform in accordance with their terms all the obligations which by the terms of the Loan
Documents and the Intercreditor Agreement are required to be performed by it as a Lender; (f)
represents and warrants that Assignee does not control, is not controlled by, is not under common
control with and is otherwise free from



H-2









 




influence or control by, the Borrowers or REIT, (g) represents and warrants that Assignee is
subject to control, regulation or examination by a state or federal regulatory agency, and (h)
agrees that if Assignee is not incorporated under the laws of the United States of America or any
State, it has on or prior to the date hereof delivered to Borrowers and Agent certification as to
its exemption (or lack thereof) from deduction or withholding of any United States federal income
taxes. Assignee agrees that Borrowers may rely on the representation contained in Section 4(i).




     5. Payments to Assignor. In consideration of the assignment made pursuant to
Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount
equal to $                     representing the aggregate principal amount outstanding of the Revolving
Credit Loans owing to Assignor under the Loan Agreement and the other Loan Documents with respect
to the Assigned Interests.



     6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the
registration fee required by §18.2 of the Loan Agreement.



     7. Effectiveness.



     (a) The effective date for this Agreement shall be                      (the “Assignment Date”).
Following the execution of this Agreement, each party hereto shall deliver its duly executed
counterpart hereof to the Agent for acceptance and recording in the Register by the Agent.



     (b) Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee
shall be a party to the Loan Agreement and the Intercreditor Agreement and, to the extent of the
Assigned Interests, have the rights and obligations of a Lender thereunder, and (ii) Assignor
shall, with respect to the Assigned Interests, relinquish its rights and be released from its
obligations under the Loan Agreement and the Intercreditor Agreement.



     (c) Upon such acceptance and recording and from and after the Assignment Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby accruing after the
Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee.



     (d) All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their
applicable Interest Periods and Assignee shall accept the currently effective interest rates on its
Assigned Interest of each LIBOR Rate Loan.



     8. Notices. Assignee specifies as its address for notices and its Lending Office for
all assigned Loans, the offices set forth below:



	 	 	 	 	 	 	 

	Notice Address:

	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attn:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Facsimile:	 	 








H-3









 








	 	 	 

	Domestic Lending Office:

	 	Same as above
	 
	 	 
	Eurodollar Lending Office:

	 	Same as above






     9. Payment Instructions. All payments to Assignee under the Loan Agreement shall be
made as provided in the Loan Agreement in accordance with the separate instructions delivered to
Agent.



     10. Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT
FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).



     11. Counterparts. This Agreement may be executed in any number of counterparts which
shall together constitute but one and the same agreement.



     12. Amendments. This Agreement may not be amended, modified or terminated except by
an agreement in writing signed by Assignor and Assignee, and consented to by Agent.



     13. Successors. This Agreement shall inure to the benefit of the parties hereto and
their respective successors and assigns as permitted by the terms of Loan Agreement and the
Intercreditor Agreement.



[signatures on following page]






H-4









 








     IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this
Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date
first above written.



	 	 	 	 	 
	 	ASSIGNEE:

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNOR:

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 

	RECEIPT ACKNOWLEDGED AND 

ASSIGNMENT CONSENTED TO BY:	 	 
	 
	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION, as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 











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EXHIBIT I




FORM OF LETTER OF CREDIT APPLICATION








Application and Agreement for Irrevocable Standby Letter of Credit





			
	To:	 	Standby Letter of Credit Services

4910 Tiedeman, 4th floor

Cleveland, Ohio 44144

Mailcode: OH-01-51-0531





     Fax
Number: (216) 813-3719



Please issue your Irrevocable Letter of Credit and notify the Beneficiary no later than     (date) by




	 	 	 	 	 

	   Swift

	 	(Advising Bank Swift Address)	 	 
	   Courier

	 	(Contact Name)
	 	(Telephone Number)






	 	 	 

	Beneficiary: (show full name & complete street address)

	 	Applicant: (show full name & complete street address)
	 
	 	 
	Expiration Date:

	 	Dollar Amount $          and currency if other than USD
	 

	 	(Amount in words):
	o Automatic Extension Clause          Days Notice:
	 	 
	 
	 	 
	  Ultimate Expiration Date:
	 	 





	 	 	 	 	 	 	 

	Available by Drafts at sight drawn on you and accompanied by the following documents:
	 
	o

	 	 	1.	 	 	Beneficiary’s statement signed by an authorized individual of (Beneficiary) certifying “The Principal, (Applicant),
has not performed or fulfilled all the undertakings, covenants and conditions in accordance with the terms of the
agreement dated                      between (Applicant) and (Beneficiary)”.
	 
	 	 	 	 	 	 
	o

	 	 	2.	 	 	Beneficiary’s statement signed by an authorized individual or (Beneficiary) certifying “We hereby certify that
invoices under sales agreement between (Applicant) and (Beneficiary) have been submitted for payment and said invoices
are past due and payable”.
	 
	 	 	 	 	 	 
	o

	 	 	3.	 	 	Beneficiary’s statement signed by an authorized individual of (Beneficiary) certifying “We hereby certify that
(Applicant) has failed to honor their contractual agreement dated                      between (Applicant) and
(Beneficiary) and that payment has not been made and is _____ past due.
	 
	 	 	 	 	 	 
	o

	 	 	4.	 	 	Beneficiary’s statement signed by one of its authorized individuals certifying that                                         
(Applicant) was the successful bidder under the Tender No.                      dated                      for supply of
                     and that                                          (Applicant) has withdrawn their bid or failed to enter into
contract.
	 
	 	 	 	 	 	 
	o

	 	 	5.	 	 	Beneficiary’s statement signed by an authorized individual reading:
	 

	 	 	 	 	 	(Please indicate below the wording that is to appear in the statement to be presented.)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	o

	 	 	6.	 	 	No statement or document by the beneficiary other than a draft is required to be presented under this Letter of Credit.






Partial Drawings: o Permitted                o Not Permitted                 Charges for: Applicant




Special instructions or conditions:


o Issue per attached sample




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Applicant shall keep and maintain Demand Deposit Account No. at all
times. KeyBank is authorized to debit the Demand Deposit Account or any
successor account to pay any amounts which become due by Applicant in
connection with the Letter of Credit, including any fees charged to Applicant
or the amount of any draw(s) made under the Letter of Credit by the
Beneficiary.



This application and agreement are subject to either the current uniform
customs and practice for documentary credits established by the International
Chamber of Commerce or the current International Standby Practices established
by the International Chamber of Commerce, (whichever may be determined to be
appropriate by Keycorp Affiliates under the circumstances), and to the terms
and conditions set forth in the Letter of Credit Reimbursement and Security
Agreement executed by the Applicant.




	 	 	 	 	 

	 

	 	 	 	Date:                     
	 

	 	 	 	 
	(Customer’s Signature)

	 	(Customer’s Bank Sign Here –	 	 
	_____ Signer’s name

	 	if other than a Keycorp Affiliate)	 	 







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