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,