Common use of REIT Covenants Clause in Contracts

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will have as its sole business purpose owning ownership interests of Borrower, performing duties as the general partner of Borrower, and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.), 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 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 Borrower, or any dilution of its interest in Borrower; provided, however, that the interests of REIT in Borrower may be diluted as a direct result of the acquisition by Borrower or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of 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 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 Borrower so long as 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 Borrower by The Carlyle Group; and (d) REIT shall not dissolve, liquidate or otherwise wind up its business, affairs or assets.

REIT Covenants. Borrower Loan Parties 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 doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.), 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 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 wind-up its business, affairs or assets.

REIT Covenants. Borrower 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 Borrower, Parent Borrower and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.)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 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 wind-up its business, affairs or assets.

REIT Covenants. Borrower From and after the creation of REIT, 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 Borrower, the operating partnership described in §7.24 and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.)partnership, and shall not engage in any business or activities other than those described in this §7.22(a7.23(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 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; directly owns not less than thirty-three percent (33%) of the interests in Parent Borrower and provided, further, that this paragraph shall continues to maintain not apply to any Employee Benefit Plan less than the same control and management rights and powers in respect of REIT or any unit redemptions of Parent Borrower by The Carlyle Groupas existed previously; and (d) the REIT shall not dissolve, liquidate or otherwise wind wind-up its business, affairs or assets.

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will have as its sole shall not, directly or indirectly, enter into or conduct any business purpose owning ownership other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of Borrower, performing duties as the general partner business of the Borrower, and making equity investments such activities as are incidental thereto, all of which shall be solely in such operating partnership and doing and performing any and all acts and things in service furtherance of the foregoing business of the Borrower; b) the REIT shall not own any assets other than (including, for i) Equity Interests of the avoidance Borrower (either directly or indirectly through a Wholly Owned Subsidiary of doubt, owning ownership interests in CoreSite, L.L.C.the REIT), and shall (ii) money that has been distributed to the REIT by Borrower that is not engage in any business violation of §8.4 of this Agreement that is held for ten (10) Business Days or activities other than those described in this §7.22(a); less pending further distribution to equity holders of the REIT, (biii) REIT shall promptly contribute or otherwise downstream to Borrower any net assets received by the REIT from third parties (including, without limitation, the proceeds from any Equity Offering); , that are held for ten (c10) REIT will not make Business Days or permit less pending further contribution to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in Borrower, (iv) such bank accounts or any dilution similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of its interest in the Borrower; provided, howeverand (v) other tangible and intangible assets that, that the interests of REIT in Borrower may be diluted taken as a direct result whole, are de minimis in relation to the net assets of the acquisition by Borrower or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of 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 Borrower and its Subsidiaries with (but which in no event shall include any real estate or interests therein, cash, cash equivalents or other liquid assets in excess of $20,000,000 in the terms of this Agreementaggregate (except as permitted in clauses (b)(ii) and (iii) above) or Equity Interests (other than Equity Interests permitted in clauses (b)(i) above); c) the REIT will maintain its status, and election to be treated, as a real estate investment trust; d) the sales price of which is paid in whole or in part by the issuance of additional interests in Borrower so long as REIT will, at all times complies with § 7.18 hereof; (i) cause its common shares to be duly listed and providedtraded on the New York Stock Exchange and (ii) file all reports required to be filed by it in connection therewith in a timely manner, further, that this paragraph shall not apply after giving effect to any Employee Benefit Plan extensions allowed by the New York Stock Exchange or the SEC; e) the REIT will not create or incur or suffer to be created or incurred any Lien (i) on any of REIT its direct or indirect legal, equitable or beneficial interest in the Borrower, including, without limitation, any unit redemptions Distributions or rights to Distributions on account thereof or (ii) without limiting §7.18(e)(i), on other assets as security for Indebtedness in the aggregate in excess of Borrower by The Carlyle Group; and$10,000,000; (df) the REIT shall not dissolvebe the borrower or co-borrower of, liquidate guarantee, or otherwise wind up its businessbe or become obligated in respect of or assume, affairs any Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude the REIT’s liability as a co-borrower or assetsguarantor of the obligations described on Schedule 7.18 hereto as the same exist as of the Closing Date provided that the obligations guaranteed or with respect to which the REIT is a co-borrower shall not be increased, spread, extended or otherwise modified; provided further that the foregoing shall not preclude the full advance of amounts available under such credit facilities described on Schedule 7.18 as of the Closing Date).

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will have as its sole business purpose owning ownership interests of BorrowerGuarantor, performing duties as the general partner of Borrower, the operating partnership described in §7.24 and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.)partnership, and shall not engage in any business or activities other than those described in this §7.22(a7.23(a); (b) REIT shall promptly contribute or otherwise downstream to Borrower Guarantor 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 BorrowerGuarantor, or any dilution of its interest in BorrowerGuarantor; provided, however, that the interests of the REIT in Borrower Guarantor may be diluted as a direct result of the (i) the issuance by the REIT of long-term incentive partnership units in Guarantor pursuant to Guarantor’s 2007 Equity Compensation Plan, as the same may be amended from time to time (provided REIT’s interest in Guarantor as of October 24, 2007 shall not in the aggregate be diluted by more than ten percent (10%) as a result of all such issuances pursuant to this clause (i)), and (ii) acquisition by Borrower Guarantor or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of Borrower Guarantor 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 Borrower Guarantor 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 Borrower Guarantor, so long as the REIT at all times complies with § 7.18 hereof; directly owns not less than thirty-three percent (33%) of the interests in Guarantor and provided, further, that this paragraph shall continues to maintain not apply to any Employee Benefit Plan less than the same control and management rights and powers in respect of REIT or any unit redemptions of Borrower by The Carlyle GroupGuarantor as existed previously; and (d) the REIT shall not dissolve, liquidate or otherwise wind wind-up its business, affairs or assets.

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will have as its sole shall not, directly or indirectly, enter into or conduct any business purpose owning ownership other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of Borrower, performing duties as the general partner business of the Borrower, and making equity investments such activities as are incidental thereto, all of which shall be solely in such operating partnership and doing and performing any and all acts and things in service furtherance of the foregoing (including, for business of the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.), and shall not engage in any business or activities other than those described in this §7.22(a)Borrower; (b) the REIT shall promptly contribute not own any assets other than (i) Equity Interests of the Borrower as a general partner of Borrower or, directly or otherwise downstream indirectly through a Wholly Owned Subsidiary of the REIT, as a limited partner of Borrower, (ii) money that has been distributed to the REIT by Borrower any net that is not in violation of §8.4 of this Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the REIT, (iii) assets received by the REIT from third parties (including, without limitation, the proceeds from any Equity Offering), that are held for ten (10) Business Days or less pending further contribution to Borrower, (iv) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate or interests therein, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (b)(ii) and (iii) above) or Equity Interests (other than Equity Interests permitted in clauses (b)(i) above); (c) the REIT will not make or permit maintain its status, and election to be madetreated, by voluntary or involuntary means, any transfer or encumbrance of its interest in Borrower, or any dilution of its interest in Borrower; provided, however, that the interests of REIT in Borrower may be diluted as a direct result of the acquisition by Borrower or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of 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 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 Borrower so long as 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 Borrower by The Carlyle Group; andreal estate investment trust; (d) the REIT will, at all times (i) cause its common shares to be duly listed and traded on the New York Stock Exchange and (ii) file all reports required to be filed by it in connection therewith in a timely manner, after giving effect to any extensions allowed by the New York Stock Exchange or the SEC; (e) the REIT will not create or incur or suffer to be created or incurred any Lien (i) on any of its direct or indirect legal, equitable or beneficial interest in the Borrower, including, without limitation, any Distributions or rights to Distributions on account thereof or (ii) without limiting §7.18(e)(i), on other assets as security for Indebtedness in the aggregate in excess of $250,000.00; (f) the REIT shall not dissolvebe the borrower or co-borrower of, liquidate guarantee, or otherwise wind up its businessbe or become obligated in respect of or assume, affairs any Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude the REIT’s liability as a co-borrower or assetsguarantor of the obligations described on Schedule 7.18 hereto as the same exist as of the Closing Date provided that the obligations guaranteed or with respect to which the REIT is a co-borrower shall not be increased, spread, extended or otherwise modified; provided further that the foregoing shall not preclude the full advance of amounts available under such credit facilities described on Schedule 7.18 as of the Closing Date).

REIT Covenants. Borrower 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 Borrower, Parent Borrower and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.)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 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.