REVOLVING LOAN AGREEMENT
between
COLUMBIA EQUITY, LP, a Virginia limited partnership
as Borrower,
HOLUALOA/CARR CAPITAL SHERWOOD, LLC, a Virginia limited liability company,
CARR CAPITAL GREENBRIAR, LLC, a Virginia limited liability company,
FAIR OAKS CORPORATE CENTER, LLC, a Virginia limited liability company, and
CARR GATEWAY IV, LLC, a Virginia limited liability company
collectively as Owner,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
together with those assignees
becoming parties hereto pursuant
to Section 12.13, as Lenders,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
Entered into as of November 28, 2005
1
WFB LOAN NO. 102195
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS
1
1.1
DEFINED TERMS.
1
1.2
SCHEDULES AND EXHIBITS INCORPORATED.
15
ARTICLE 2. LOAN
15
2.1
LOAN.
15
2.2
LOAN FEES.
16
2.3
LOAN DOCUMENTS.
16
2.4
INCREASE IN COMMITMENT.
16
2.5
SWINGLINE LOANS.
17
2.6
MATURITY DATE.
18
2.7
INTEREST ON THE LOAN.
19
2.8
PAYMENTS.
23
2.9
FULL REPAYMENT AND RECONVEYANCE.
23
2.10
LENDERS' ACCOUNTING.
23
2.11
LETTERS OF CREDIT.
24
2.12 CONDITIONS PRECEDENT TO APPROVAL OF A REAL ESTATE ASSET AS AN APPROVED
ASSET. 27
2.13
DETERMINATION OF LOAN AVAILABILITY
29
2.14
PARTIAL RELEASE OF PROPERTY.
30
ARTICLE 3. DISBURSEMENT
30
3.1
CONDITIONS PRECEDENT TO ADVANCES.
30
3.2
DISBURSEMENT AUTHORIZATION..
31
3.3
BORROWER'S FUNDS ACCOUNT, PLEDGE AND ASSIGNMENT.
31
3.4
LOAN DISBURSEMENTS.
31
3.5
FUNDS TRANSFER DISBURSEMENTS.
31
ARTICLE 4. CERTAIN COVENANTS REGARDING THE PROPERTY
32
4.1
LIENS.
32
4.2
ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS.
32
4.3
INSPECTIONS.
32
ARTICLE 5. INSURANCE
32
5.1
TITLE INSURANCE.
33
5.2
PROPERTY INSURANCE.
33
5.3
FLOOD HAZARD INSURANCE.
33
5.4
LIABILITY INSURANCE.
33
5.5
OTHER COVERAGE.
33
5.6
GENERAL.
33
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
34
6.1
AUTHORITY/ENFORCEABILITY.
34
6.2
BINDING OBLIGATIONS.
34
6.3
FORMATION AND ORGANIZATIONAL DOCUMENTS.
34
6.4
NO VIOLATION.
34
6.5
COMPLIANCE WITH LAWS.
34
6.6
LITIGATION.
34
6.7
FINANCIAL CONDITION.
34
6.8
NO MATERIAL ADVERSE CHANGE.
34
6.9
ACCURACY.
35
6.10 TAX LIABILITY. 35
6.11
TITLE TO ASSETS; NO LIENS.
35
6.12
MANAGEMENT AGREEMENTS.
35
6.13
STATE OF FORMATION.
35
6.14
STRUCTURE OF BORROWER, OWNER AND GUARANTOR.
35
6.15
REIT STATUS.
35
6.16
UTILITIES.
35
6.17
COMPLIANCE.
35
6.18
AMERICANS WITH DISABILITIES ACT COMPLIANCE
35
6.19
BUSINESS LOAN
35
6.20
TAX SHELTER REGULATIONS.
35
ARTICLE 7. HAZARDOUS MATERIALS
36
7.1
SPECIAL REPRESENTATIONS AND WARRANTIES.
36
7.2
HAZARDOUS MATERIALS COVENANTS.
36
7.3
INSPECTION BY ADMINISTRATIVE AGENT.
37
7.4
HAZARDOUS MATERIALS INDEMNITY.
37
ARTICLE 8. COVENANTS OF BORROWER AND OWNER
37
8.1
EXPENSES.
37
8.2
ERISA COMPLIANCE.
37
8.3
LEASING.
38
8.4
APPROVAL OF LEASES.
38
8.5
SUBDIVISION MAPS.
38
8.6
OPINION OF LEGAL COUNSEL.
38
8.7
FURTHER ASSURANCES.
38
8.8
ASSIGNMENT.
38
8.9
MANAGEMENT OF PROPERTY.
39
8.10
REQUIREMENTS OF LAW.
39
8.11
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY.
39
8.12
LIMITATIONS ON DISTRIBUTIONS, ETC.
39
8.13
COMPLIANCE WITH AND AMENDMENT OF CHARTER OR BYLAWS.
39
8.14
SECURITY DEPOSITS AND DRAWS UNDER TENANT LETTER OF CREDIT.
39
8.15
MAINTAIN REIT STATUS.
40
8.16
SUBSIDIARIES..
40
8.17
PERMITTED INVESTMENTS.
41
8.18
FINANCIAL COVENANTS.
41
8.19
MAINTENANCE OF OWNERSHIPSTRUCTURE.
42